Second Sight
by Daring Dan
Summary: It's not a wonderful life at Higher for Hire as Rebecca, Baloo and Kit find themselves drifting apart. What if life gave them a second chance? Plunder & Lightning will never be the same again...
1. Rebecca

Excerpts from "Plunder and Lightning" by Mark Zaslove, Alan Burnett and Len Uhley.  ****

**SECOND SIGHT**

**PROLOGUE**

The boy was strange, there was no doubt about that.  Knew more about airplanes that a kid that age had any right to - especially about planes as old as Baloo's Conwing L-16.  He had that tough guy routine working, too - seemed bound and determined to keep the big bear at a safe distance.  Still, Baloo knew a little about that routine himself...

Strange enough to be worried abut that kid anyways, Baloo thought.  He had his plane to worry about.  And the kid was trouble.  Every instinct told him.  The big grey bear scanned the job board, looking desperately for something distasteful enough to suit his needs - three thousand bucks in one day.  Finally, his eyes alighted on what he was looking for.  "Ah-ha - here we go!" he grinned.  "A zoo delivery - Perfect!  The Sea Duck's as good as mine!"

The boy's face darkened, and he cast his eyes down.  "Yeah - you and the Sea Duck!" he said softly.  "Well, catch ya around sometime... I guess."  As quickly as that, he turned and started walking away.

"Hey - whoa there!" the pilot said, before he had a chance to think about it.  The boy stopped and turned, staring at him expectantly.  Baloo stood silently for a moment, unsure of what to say.  What was he thinking?  Strange - he felt suddenly nervous, as if he were caught in the midst of something larger than he was, larger than he could control.  The cub continued to stare at him expectantly...

            "Of all the words, of tongue, or pen,

             The saddest are these... It might have been."

            --- John Greenleaf Whittier

**PART I**

The medical office was clean, neat and smelled of antiseptic - a scent which filled the hearts of all children with deep-seated unease.  Kit Cloudkicker was no exception - he squirmed nervously as he absently leafed through a copy of "Gentlebruin's Quarterly" in the waiting room.  This visit wasn't for his benefit, however - he was waiting, as those in waiting rooms are wont to do.  Baloo was inside the examining room getting his annual physical.

Kit didn't fear much, as a rule.  He'd been through too much in his brief life, seen far too much tragedy and pain to be afraid of the things that haunted the dreams of most children.  He'd had more than his fill of doctors and hospitals lately though, and his recent attack of appendicitis and subsequent surgery (which the boy believed, in his heart, had taken him into far more dangerous territory than the loving adults in his life would admit to him) had left him with a heightened sense of how quickly and unexpectedly the body can break down.

Still, he wasn't really afraid for Baloo - surely the giant bear was indestructible.  He was a rock, a mountain.  If it wasn't for Becky's insurance company these physicals wouldn't even be necessary, the way he figured it.  Just the same, he'd be happy the moment the grey bear appeared through the door and they could leave the office behind.  It smelled like sharp needles and painful injections.

The cub tired of the magazine - seemingly nothing but ads for some new clothing line or cologne - and set it aside just as Baloo stepped through the examining room door, followed by the doctor, a serious-looking bespectacled elephant of perhaps fifty years.  When he saw the boy, Baloo smiled and winked at him.  Kit grinned back at him and stood, but the bear's smile seemed a little nervous to his sharp senses.

"Thanks Doc." the pilot said gruffly.  "I'll see ya in a year."

"Take care of yourself Mr. Baloo." the elephant said sternly.  "Remember - I need you to lose thirty pounds, and I'm very serious."  Baloo winced, clearly preferring not to have Kit overhear the doctor's advice.  "You're at the age where you need to start thinking about your heart, you know.  Start exercising and cut down on fatty foods.  I'm going to have Martha set up an appointment for you in three months."

"Baloo-" Kit started.

The pilot draped an arm around his shoulder and led him towards the door.  "Don't worry Kid." he said soothingly.  "Just call me with the appointment, Doc." he said a little irritably as they left the office.

"Baloo, what was that all about?  Is your heart okay?"

The grey bear smiled down at his companion as he pushed the button for the elevator.  "Ol' Baloo's fine, L'il Britches.  Don't you worry.  I'm as strong as an ox and twice as smart!"

"But Papa Bear!" the cub said dubiously, squeezing the pilot's paw.  "Why did he say that, then?  What's wrong?"

"Nuthin's wrong, Kiddo!" Baloo snapped.  "You know doctors Kid - always lookin' around fer somethin' to worry about, lookin' fer repeat business if ya ask me.  He said I was just fine, Kit.  Just gotta drop a few pounderoos, that's all.  You know me, L'il Britches - I kin take care o' myself, no problem."

"I guess." Kit said softly as the elevator opened onto the lobby.  "Are you sure you're OK?  He sounded-"

"I _tol'_ ya, I'm fine!" Baloo grinned, squeezing the boy close to him.  "Don't worry yer little head about it, Kiddo.  And don't tell Becky neither - she'd just get all jumpy about it too.  Now I got a cravin' fer an ice cream sundae, L'il Britches!  Let's head over to Honker's Drugstore and hit the soda fountain, whaddaya say?"

"Ice cream?  But Baloo-"

"But nuthin'!"  Baloo interrupted.  "One little sundae never hurt nobody before."  Kit looked up at his father with concern, but the big grey bear was whistling merrily, not a care in the world.  The boy, on the other hand, felt distinctly uneasy.

Rebecca Cunningham normally enjoyed doing the books at Higher for Hire.  She had a natural affinity with numbers, and it always gave her a measure of satisfaction to know she was saving the little company the cost of a hired accounting firm.  That being said, she enjoyed it a lot more when the cargo business was making money.  And that hadn't been the case often enough lately.

The reasons were many - the Sea Duck was an old plane, and expensive to maintain.  And there was no way she could afford a new one, even if she were willing to risk the wrath of her pilot, who loved the old yellow aircraft almost as much as he loved his son.  The bank still owned most of the business as it was - she could hardly afford to take on any more debt.

Given the relatively high expenses the small company sustained, and the relatively small number of regular clients on their rolls, it didn't take much to push the little firm into the red at any given time.  War was coming - by this time it was obvious, and many firms who had financial interests in Eporue were suddenly becoming much more conservative with their funds.  It was costing Higher for Hire business - business it could ill afford to lose.

Still, there wasn't much point in worrying about it - they'd have to make do, just as they always did.  Looking backwards was pointless.  She'd made her choices and she'd live with them, just as she always had.  With a sigh, she closed her ledger and gathered her papers together.  Molly would be waiting for her at school, and she didn't want to be late.

The yellow seaplane taxied away from the floating pier at Louie's and lurched into the air.  Inside the cockpit, loud voices rang out in discord, as the big grey bear at the controls engaged in a heated argument with his navigator, a small brown bearcub.  "That's my final word on it, L'il Britches!" Baloo said in the exceedingly calm and reasonable voice he often used when he argued with his son, in spite (or perhaps because) of the way it infuriated the young boy.  "That's just the way it is!"

"But Baloo!" Kit scowled, his still-breaking voice a strained squeal.  "I really wanna do this!  I can handle myself - I know I can!  I'm fast, I'm agile-"

"Kiddo, football just ain't the game fer you!" Baloo said firmly.  "Yer just - well, yer just not big enough Kid!  I don't wanna see ya get hurt, is all.  Maybe when yer older-"

"Older, older!" Kit seethed.  "Baloo, I took care of myself with air pirates, street thugs - what's a few big kids in pads compared to that?  Football's the biggest sport at school and I wanna play!"

"Kiddo, I'm yer Daddy, an' it's _my_ decision!" Baloo replied, a trace of anger creeping into his voice.  "You got yer flyin' ta think about - ya need two good arms fer that, and what if somethin' happens ta yer back or somethin'?  I've seen a lot of little kids who thought they were tough get  hurt-"

"I'm not a little kid!  I'm almost fourteen!"

"That ain't what I mean, Kiddo!" the grey bear sighed, exasperated.  Why couldn't the boy understand?  "Yer not a little kid - but ya _are_ little, Kid!  You ain't hardly had a chance to grow yet.  Some kids just grows faster'n others is all.  Football's a serious business, L'il Britches.  I don't wanna see ya get hurt, that's all.  We're a family, an' bein' healthy's the most important thing."

The brown cub threw up his hands, exasperated.  Baloo was only too glad to apply rules to Kit that he'd never apply to himself.  He'd had enough - he wasn't about to give the fat old fool the satisfaction of lording it over him any further.  ~He can force me to do what he says,~ the cub thought, ~but I'm sure not going to let him enjoy it!~  He folded his arms and turned to stare out the window.

They flew in silence for a few moments, until finally Baloo glanced over.  "Aw, c'mon L'il Britches!  There's plenty o' other sports...  Don't be sore about it!"  The boy continued to stare silently out the window.  "Fine, be that way!" the pilot scowled.  "What would I expect from a little kid anyways?"

"Takes one to know one!" Kit muttered under his breath.  Baloo glared challengingly at him, but the boy continued to stare balefully outside.  The rest of the flight to Cape Suzette passed in awkward silence.

Rebecca glanced at her watch and back at the door again.  An hour late, already.  No one was more tired of the constantly repeating argument about promptness that was sure to ensue when Baloo walked through the door than she was. She hated Baloo for putting her in the same position, over and over - ignore his constant tardiness and the effect it had on business, or subject all of them to the same old fight.  Not to mention squeezing Kit in the middle.  A poor set of options, at best.

The familiar drone of engines filled the air, and the plane splashed down for a landing outside.  Rebecca braced herself and sighed.  What would it be this time - air pirates?  Sperm whales?  Didn't Baloo realize he was insulting her by heaping those lame excuses on her, over and over?  The door opened, but before she had a chance to open her mouth, Baloo and Kit were inside, the cub slamming the door behind him.  Without a word, he stormed up the stairs and another door slammed, this time the bedroom.  "Baloo!" she gasped.  "What in the world-"

"Mind yer own business Beckers." the pilot mumbled, settling into his chair.  

She frowned.  Get involved or not?  As if she didn't have enough of her own to worry about... "Baloo, Kit's obviously upset - what's the matter?"

"Nuthin', Boss-lady!  He's just sulkin', that's all."

"Sulking?  That doesn't sound like Kit.  What about?"

"Awww!" the pilot grumbled, waving a hand dismissively.  "Kid just don't respect me as his dad, that's all.  Thinks he knows best, all the time.  Well, I'm his daddy, ain't I?  I gotta decide what's best for 'im.  An' every time I do, he gives me grief..."

Rebecca sighed.  This was a problem never seemed to go away - it was born out of Kit's independence and both bear's obstinacy.  Naturally she, as the lone adult in the house, would have to set things right.  "Baloo, I don't know what this is all about, but-" the phone rang, and she frowned and reached for the receiver.  "Hold that thought!" she snapped at Baloo as she picked up the handset.  "Hello?  Yes, this is Rebecca Cunningham."

Baloo scowled.  "Woman thinks she's so danged smart!" he mumbled under his breath.  "Tell me how to raise my kid..."  A note of alarm in Rebecca's voice jerked his attention to the desk.

"Yes!" the bearess was saying.  "How did it happen?  My goodness!  Yes, of course, or course!  I'll be right there!"

"What is it, Beckers?" Baloo said, standing.  "Everything OK?"

"Molly's had an accident." she replied quickly, reaching for her coat.  "She fell off the jungle gym, at school!"  She headed for the door quickly, a look of intense concern on her face.

"Wait!  Is - is she OK?" the pilot asked, grabbing his cap in his hands.  

"I'll let you know!" she called, racing out the door and slamming it behind her.  Baloo started to say something, then fell helplessly back into the chair.

"Does it hurt much?" Kit asked sympathetically, as Molly sat next to him at the table, her chin covered in bandages.

"A little." the yellow cub said softly, with a minimum of mouth movement.  "The doctor said I can't have no real food for a week!"

Kit squeezed her shoulder and smiled.  "I guess that means all the milkshakes you can handle, Pigtails!  Sounds pretty good to me."

"Yer just tryin' to cheer me up!" the girl mumbled, stating the obvious.  

Kit chuckled.  "C'mon Kiddo, it won't be so bad..."

"So that's that, Baloo." Rebecca told the pilot, who sat across the desk from her, staring at the two cubs.  "The oral surgeon said that the procedure went fine, and her adult teeth should come in without any problems.  She's lucky there wasn't any damage to the nerves or anything."

"That's good Beckers." the grey bear said softly.  "Bet the little gal was pretty scared, huh?"

"Of course.  But she's tough.  She'll be fine."  Rebecca sighed and sat back in the chair, eyes closed.

"Whassa matter Beckers?  Ya said ever'thin' should be just fine-"

"I know." the bearess replied.  "It's just that this whole procedure isn't covered under our medical policy, Baloo.  It's considered dental work, and I don't have dental insurance."

"Never thought about that." Baloo mused.  "Why not?"

"Of course you haven't." the woman replied testily.  "I _have_ to think about it Baloo - _I_ have no choice.  Do you have any idea how expensive medical insurance is for a company with only three employees?"

"Well...  no, actually.  I never really worried about that stuff-"

"Why doesn't that surprise me?" she laughed bitterly.  "Well, I'll tell you this Baloo - it's a good thing you were covered when Kit had his appendicitis, because if you weren't...  Well, I don't even want to think about it."

The pilot looked down guiltily.  "Yeah...  Like I said, I never thought too much about that stuff before - before Kit an' all..."

"Well, I'm glad we had the coverage Baloo, and I'm glad Kit's better now.  But Molly's dental surgery wasn't covered, and I have to find a way to pay for that, out of my own pocket.  Medical insurance was so expensive I couldn't afford dental.  I gambled, and I lost."

"How - how much did Molly's stuff cost Becky?"

"A lot." the bearess said grimly.  "A lot.  And we're not exactly swimming in black ink right now, between you and me."

"Jeez, I'm sorry Beckers." Baloo frowned.  "I had no idea things were so bad...  But the important thing is, Molly's gonna be OK, right?"

"Yes, that's the important thing, Baloo." Rebecca sighed, glancing down at her balance sheets.  "I need to go down to the bank this afternoon.  Will you watch Molly for an hour or so?"

"Sure Beckers, no sweat."

"Thanks." she said, rising.  "Oh, and what time is Kit's concert tomorrow?"

"Is that tomorrow?  I thought it was Wednesday!" Baloo frowned.  "I fergot all about that concert..."

"Yes it's tomorrow Baloo!" she scolded.  "He's only been talking about it all week.  What time is it then - or don't you even know?"

"I know, I know!" he scowled.  "Seven o'clock, Wednesday, junior high auditorium.  Remember it clear as day!"

"What's the matter?"

"Oh, just some old friends.  Giving me some concern."

"Old friends, eh?  What do you mean?"

"Just some personal favorites of mine.  Lot of spirit, lot of determination.  But a lot of pain, too.  They've suffered a lot, all of them.  And sometimes they forget what they have."

"They always forget.  It's part of who they are, you know that.  It never changes."

"They're not all the same though, and you know it."

"Of course not.  But they all share certain things-"

"Of course.  That doesn't mean we can't take a special interest, though.  And it gives me pain to see these ones in pain."

"You always were a softie, weren't you?  So what - are you gong to intervene?"

"I was thinking about it..."

"Big gamble!  You only get one intervention you know-"

"Of course."

"Well, you'd better be sure, that's all.  You've always been a little trigger-happy."

"Maybe.  But these ones are fragile.  Let them drift too far and they might never find their way home again.  And a lot of threads run through them."

"Well, it's your decision.  I know you'll act with your heart."

"With any luck, so will they..."

"So then I says to Stinky, I says, 'That's the ugliest pig I ever saw!'  And Stinky sez, That's no pig - that's my mother!'"

"Ha!  Baloo, you got a million of 'em!" the tan dog laughed.  "You got more stories than Khan tower!"

"You know it Man!" the big grey bear chuckled.  "Hey Louie - howzabout a couple o' more mango fizzes over here, my man?"

"Comin' right up, Cuz!" Louie grinned, busily preparing drinks.  The dinner rush was in full swing, and the club was rapidly filling with masses of laughing pilots.  On stage, the house band was swinging through a rousing samba number.  "I say Big Daddy - I don't need no paid entertainment when I got you in the joint!"

The tan dog in the bomber jacket who shared Baloo's table glanced at his watch.  "Holy cow - six-thirty!  Hold off on that mango fizz, Louie - I gotta pull chocks.  Baloo, a pleasure as ever!"

"Yeah, you too Ace!" Baloo shouted at the departing figure.  "Say Louie - throw a couple burgers on the fire for me too, wouldya?  Ol' Baloo's gettin' a little hongry!"

Two more pilots sat at Baloo's table as the noise level in the club picked up even more.  "Say Baloo - where's that pint-sized navigator o' yours?  Usually sticks to ya like glue!" the first asked.

"Kid's back in town, Pardner." Baloo grinned.  A frown crossed his face.

"Whassa matter Big Guy?" the other pilot, a strapping panther in a Khan uniform asked.  "You look like you swallowed a bug!"

"Nuthin', nuthin'." Baloo muttered.  "Just think I'm fergettin' somethin'..."

"Here ya go, Fuzzy!" Louie bellowed, sliding two burgers and a mango fizz in front of the pilot.  "Man, the joint's rockin' tonight!  Ain't had a dinner crowd like this fer weeks!"

"Yeah man, some blowout!" Baloo laughed.  It felt good to kick back and relax like this.

The Khan pilot's companion, a red fox in a grey flight shirt, slapped Baloo on the back.  "Hey Baloo - howzabout a song before ya start eatin' those burgers?  Get the party really rolling!"

"Yeah Cuz, why not?" the orangutan laughed.  "Always give 'em what they want!"

"Sure!" Baloo chuckled, lumbering towards the stage.  "Play somethin' boys, anythin' with a beat!"

"Where _is_ he?" Kit asked, pacing nervously and glancing at his watch.  The boy wore a blue suit that was slightly too large for him and a red and white striped tie.

"I don't know, Honey." Rebecca said gently, seated in the easy chair with the sleeping Molly on her lap.  "You know, we're going to have to leave soon if you're going to get there on time..."

"No!" Kit protested.  "I don't - I mean - I want Baloo to be there!  This concert is real important!"

"I know, Kit.  I'm sure he'll be here... It's just that it's getting late-"

"Doesn't he know how important this is?" Kit growled angrily, sitting at the table.  "I worked really hard for this, Miz Cunningham!  All that practice...  Where _is_ he?"

Rebecca sighed.  "I'm sure he's - delayed, for some reason.  Maybe he had engine trouble or something..."  ~How ironic this was!~ she thought.  ~The boy won't buy it for a minute...~

Kit pounded his fist on the table angrily.  "I worked so hard...  Doesn't he care?"

"Of course he does, Sweetie-"

"Funny way of showing it!" the cub growled.  "Oh, man!  It's after six-thirty!  Why isn't he _here_, Miz Cunningham?"

"I don't know, Kit, I just don't know." she sighed, sliding Molly off her lap and onto the chair.  She walked over to the table and placed a paw on the cub's shoulder.  Thank goodness she was here - what if Molly and herself hadn't been going?  She didn't even want to think about that.  "Honey, we have to leave if you're going to make it on time.  Maybe he's running late, and he'll meet us there-"

"Maybe." Kit muttered.  "I worked so hard...  Let's just go."  The boy grabbed his trumpet case and headed out the door without another word.  Rebecca scooped up her daughter in her arms and followed him outside.

Baloo glanced at his watch - eight o'clock!  "Man, this party's got outta hand!" he muttered.  "Better head back - Kit'll be worried!"  He threw back his eleventh mango fizz, wolfed down his fifth burger and headed for the door with a wave at Louie.

"You were wonderful Kit - just wonderful!" Rebecca grinned, squeezing the cub's arm as they rode back to Higher for Higher in a taxi.  "Your solo in "Ode to Joy" was just terrific!"

"Thanks Becky." the boy said glumly, with a forced smile.

"Yeah Kit, you were real good!" Molly echoed.  "Can you teach me how to play the trumpet like that sometime?"

"Sure, Pigtails." Kit said softly, loosening his tie.  He stared silently out the window.  He'd been looking forward to this concert for weeks, but he felt hollow now that it was over.

Rebecca looked over at the cub.  "I'm sorry Baloo didn't make the concert, Kit.  I know he would have if he could - he must have a good reason..."

"Don't bother Becky, it's OK." the boy sighed.  "I guess it just wasn't as important to him as it was to me."

"Don't say that!  I'm sure-"

"Don't make excuses for him.  We both know what he's like, Miz Cunningham.  You say it every day - irresponsible, childish, selfish-"

"Kit - please!" Rebecca frowned.  He was right, of course, she _did_ say it every day - and in front of Kit too.  She began to wonder about the wisdom of that.  "I know what I say about him, but when it comes to you he's different, he really does care.  He's just-"

"He cares, huh?" Kit said bitterly.  "He's got a funny way of showing it."

"Mom, is Kit mad at Baloo?" Molly piped in.

"No Honey, he's just upset that's, all - aren't you Kit?" her mother asked pointedly.  The boy merely sat, staring impassively out at the harbor as the taxi pulled up outside Higher for Hire.  Kit slipped out as soon as the vehicle stopped and headed wordlessly into the building.  Rebecca slipped the driver a bill, scooped Molly into her arms and followed him inside.

By the time she was inside Kit was already seated at the table, chin in hands.  "He's still not here, Miz Cunningham.  Can you believe it?"

Rebecca sat Molly, who by this time was nearing sleep, onto the easy chair and walked over to join him.  "Kit, it's after eight-thirty!  He really should be here by now... I hope nothing's happened-"

"Come on Becky!  This is Baloo we're talking about, remember?  It's me!  I know what he's like, it's not like I don't notice."

Rebecca squeezed his paw and frowned.  It was inexcusable - the fat bear should be here by now, concert or no.  "Kit, I just don't think you should talk about him that way - he _is_ your father after all."

"You talk about him that way often enough." Kit whispered, eyes shining.  Silently, Rebecca hugged his head to her shoulder and smoothed his fur gently.  After a moment, the familiar sound of the Sea Duck's engines finally broke the silence and the old seaplane touched down alongside the dock.

"Howdy!" Baloo grinned, loudly bursting through the door.  "Hey Beckers, Molly.  What're you doin' here?"

"Hi Baloo." the yellow cub yawned.  Kit and Rebecca sat at the table, glaring silently at the pilot.

"Hi Pigtails.  Hope yer feelin' better.  Man, you wouldn't believe the party at Louie's, L'il Britches!  The place was goin' crazy!  It was - Kit?"  The boy shot one last glare at Baloo and silently tromped up the stairs.  Baloo watched his departing form until it disappeared into the bedroom.  "What's with him, Becky?  And what's with the monkey suit?"

Rebecca's jaw dropped.  "I can't believe this, Baloo!  I tried to defend you, but now-"

"What?  What is it?" the pilot asked irritably.  "I know I'm a little late, it's no big-"

"Baloo, we talked about this yesterday, don't you remember?  Have you forgotten already?"

"What?  Fergot what?  Why cantya just give me a straight answer-"

"The concert!" Rebecca fumed.  "Kit's concert?  Your son?"

"Concert?  That was Wednesday - I know it was!" Baloo protested.

"Today _is_ Wednesday!" she hissed.  "You idiot - I tried to defend you, to Kit - and he was right all along!"

Baloo slapped himself in the forehead.  "Damn!  I can't believe - I was sure that was tomorrow.  I'm sorry, Becky, I just lost track-"

"I don't think it's me you should be apologizing to, Baloo!" she said pointedly.

"Yeah yeah, I know." he replied, looking up the stairs.  "It was an honest mistake, that's all..."

Rebecca visibly controlled herself, casting a glance at Molly.  "Come into the kitchen, _please_!" she hissed, walking into the small room, Baloo at her heels.  "You're really something, you know that Baloo?" she said quietly, but menacingly.

"Aw, don't pop an artery, Boss-lady!" the grey bear scowled.  "It was an honest mistake, ain't that big a deal-"

"No big deal?  Baloo, it's bad enough that you missed something that you _knew_ was important to Kit.  Do you have any idea how hard he worked for tonight?  How long he practiced?  Do you have any idea how heartbroken he was when you didn't show up?"

"I said I was sorry..." the pilot said doubtfully.

"He wanted to impress you, stupid!  He wanted you to be proud of him!  No sir, that's bad enough.  But I'll tell you what's even worse - do you know what time it is?  Do you have any idea?"

"About eight-thirty I guess..."

"It's ten to nine, buster.  And you have a thirteen year-old child!  That means if there hadn't been a concert tonight, if I hadn't been here, he would have been home alone, all night!  With no idea where you were, of course, since you never called.  That's not an acceptable option, Baloo.  It's just not acceptable!"

"I know-"

"And let's talk about the concert, shall we?  What if we hadn't gone with him - say I was busy tonight - what then?  Your thirteen year-old son would have had to go to this concert by himself - alone.  And make his way home by himself, afterwards.  Not to mention he'd have had nobody there for moral support - before _and_ after the show.  What about that?"

"But you _were_ here, weren't ya Becky?" Baloo said defensively.  "So there's no point in talkin' about what might or could-"

"Ooooh!" the bearess raged, balling her paws into fists.  "Don't you understand?  Kit's _your_ son!  He's not mine!  I love him, but I have problems of my own - a business, a daughter.  I'm not always going to be there and it's not fair for you to expect me to be!  You screwed up, Mister, any way you slice it.  You screwed up big-time tonight.  You let Kit down, and you left me holding the bag - but never mind me.  I'm a grown-up, I can handle it.  You let your son down.  He wanted you, he had every right to expect you, and you weren't there."

"I get it Becky, you kin stop-"

"_Do_ you get it, Baloo?  Do you really?  This isn't a game.  You can't leave your son alone all night and not tell him where you are.  What if I weren't around - what if you were just flying free-lance somewhere, on your own - what would have happened then, when Kit got sick?  Would you have thought about insurance, any of that?  Would you?  I hope you understand, Baloo, I really do.  Now I think you should go up there and apologize to your son.  I have to take my daughter home and put her to bed.  Good night."

Baloo watched her, slack-jawed.  "Talk about overreacting!" he grumbled as she scooped up Molly and headed out the door.  "Just went to a little party is all!"  With a deep sigh, he started up the stairs.

He poked his head into the bedroom, where Kit sat cross-legged on the bed, absently holding one of his model planes.  He had changed out of his suit and into his familiar green sweater.  "Hey, L'il Britches." the grey bear said softly, sitting down next to him.  The cub said nothing, but almost imperceptibly slid a few inches away from the big bear.

"Sounds like a great party." the cub said softly.

"Aw, it was OK." Baloo chuckled.  "Hey Pardner, I'm real sorry I missed yer show.  It was an honest mistake-"

"Tonight was important to me, Papa Bear." Kit said bitterly.  "I worked really hard - it's the last concert at school."

Baloo grabbed his cap and squeezed it between his paws.  "Yeah, I know Kiddo.  I'm real sorry.  I just lost track of the days is all..."

"How?" Kit asked, staring up at him for the first time, eyes shining.  "How could you lose track?  You must've known how much this... - I mean, I talked about it every day!"

"Hey Kid - I said I was sorry, don't gimmee such a rough time, OK?  Let's just go have an ice cream an'-"

"That's not good enough!" Kit hissed, squeezing out a tear.  "This was important to me, and it should've been important to you too.  All you ever think about is yourself!"

"Hey!" Baloo scowled.  "That's enough!  I work hard, if I wanna go to a party at Louie's once in a while that ain't no crime!  I _said_ I was sorry!"

"Is that what's important?  Your free time?  Well, I'm sorry if the concert was an inconvenience!"

"Kid, that ain't what-"

"Well, _what_?" Kit shouted, hurling the model against the wall, where it shattered with a deafening crash.  "You always do this - you screw up and then you think you can just apologize and everything will be fine, I have to forgive you!  Well it's _not_ fine!"  The cub fell back onto the bed and rolled over to face the wall.

The pilot looked at Kit's back, as the boy lay breathing heavily from his outburst.  "Kid, don't ya think yer overreactin' just a little?  Kid?  Yer not being very grown-up about this..."  He put his paw on the cub's shoulder and squeezed gently.

"Go away." Kit said softly, without turning.

"Kit-"

"Just go away.  I wanna be alone." the boy said sullenly.  With a shake of the head the big bear stood and headed down into the kitchen.

"Yes... Yes, thank you anyway.  I understand.  Certainly.  You too.  Good-bye."  Rebecca hung up the phone with a sigh and sat down at her dining room table, a swathe of financial reports and ledgers spread out before her.

"Whassa matter, Mom?" Molly asked softly, still unable to move her jaw freely.

"Nothing Sweetie.  Just business is all."  Turned down for a loan, by her own bank!

"You look sad, Mommy." the yellow cub said.  "Is business bad?"

"No Honey!" she laughed.  "Business is fine, we're just going through a little dry spell, is all."  She spread out the papers before her - Molly's dental bill, nearly $700, no insurance to cover that.  Barely enough shipments to cover her expenses, and with the war coming on...  She might need to start thinking about military contracts soon, as much as she wanted to avoid them.  "Say Molly - which would you'd rather do - the Junior Cubs trip to Royal Canyon, or your piano lessons?"

"I wanna do both!" the girl said quickly.

"I know, Baby, but I don't want you to have too much to worry about, you've got school too - maybe you should pick one or the other."

"We don't have enough money for both, do we Mom?"

Rebecca forced a smile.  "Maybe we will Honey.  Maybe we will, let's just see.  But just start thinking, okay?  Just in case Mommy decides you have to choose."

Molly set her jaw resolutely.  "OK Mommy.  I don't hafta do both, I'll decide."

"Good girl!" Rebecca whispered, squeezing the cub in a hug.  ~The girl shouldn't have to choose, she thought to herself.  ~I got to do what I wanted, when I was her age.  I guess I shouldn't be surprised...~ She sat back down to go over the books again, desperate to find a few dollars savings somewhere.  If anything were to happen to the Sea Duck now, a major repair...

The phone rang, causing her to start momentarily.  "Who is it now?" she said irritably.  "Too much work to do... Hello?"

"Hi Miz Cunningham, it's Kit." the cub's voice said from the earpiece.

"Hello Kit, what's up?" she sighed.  "Is everything OK?"

"Yeah, it's fine.  Baloo's not back yet."

"Well, I'm sure he'll be back soon, Sweetie.  What can I do for you?"

"Well... I dunno.  I'm kinda - I guess I'm... worried..."

"Worried?  About what?" she replied, trying to keep the impatience out of her voice.  She wasn't in the mood for this now...

There was a pause.  "Um - Baloo and I - we kinda had a fight last night, after you left, and...  Becky, I - I don't know.  I just don't feel right, it's... Darn!"

She sighed.  "Kit, I know you're worried, but everything will be fine, I promise.  Baloo just needs to think things through a little, and he'll see that he was wrong.  I'm sorry, I don't mean to rush you but I have a lot-"

"I'm sorry!  I didn't mean to bother you, I know you're busy.  I'll go-"

"It's no bother, Kit.  It's just that with Molly's accident and all, there's a lot to do, and I've fallen behind on the business paperwork.  I'll see you tomorrow, all right?  Everything will be fine."

"Sure." the cub said quietly.  "I'll see you tomorrow Becky.  Thanks."

"Bye, Kit.  See you tomorrow."  She hung up the phone, feeling slightly uneasy.  She_ had_ rushed the boy... But she had too much to think about right now.  He wasn't her son - he had to work things out with Baloo, on his own, sooner or later.  She wouldn't always be around...

Kit hung up the phone with a sigh.  "Shouldn't have called her!" he mumbled to himself.  "Didn't even know what to say - bet she thought you were a babbling idiot!"  He propped his chin on his hands dejectedly.  He felt very alone, all of a sudden.  Higher for Hire seemed very big and empty.

Baloo glanced at his watch, then back at the sky around him.  Only about ten minutes from home.  He felt no anticipation today, only dread.  There would be long, awkward silences, and he dreaded those.  Complicated, that's what life was.  It used to be simple.  Now it was complicated.  From one crisis to the next.

"How are things?"

"No better.  Worse, even."

"So that's it then, eh?"

"Not necessarily.  They could still work things out-"

"I know you.  You're not one to sit back.  You've gotten too involved with them to sit back and watch them suffer."

"Well, as I told you they're very fragile.  The woman does my work for me, a lot of the time - but even she's drifting into choppy waters.  As for the others - there's so much pain there...  Anything's possible."

"So you'll do what you have to do."

"I suppose I will."

Kit finished chopping the scallions and swept them into the salad bowl.  He was determined to make a real effort and meet Baloo halfway - maybe a small gesture could help to smooth things over.  All he knew for sure was he'd hated his life for the last couple of days - anything had to be better.

"Hey, Britches." Baloo said with a tight smile as he tromped through the door.

"Hey Papa Bear.  I made dinner.  You hungry?"

"That's one question you never need to ask me, Kit!" the pilot chuckled, tossing his hat onto the table.  "What you got?"

The boy carried several dishes to the table.  "I made a salad, and some chicken and baked potatoes." he grinned cheerfully.

"Fried chicken?"

"No - just baked.  It's healthier Papa Bear.  Good for you."

Baloo half hid a scowl.  "Jeez, Kid - it's real nice of ya, to do that.  But salad, baked chicken - that just ain't Baloo food, Kid.  I gotta have somethin' a little more... fillin', yaknow?"  He rose and headed for the kitchen.  "I think I got some pizza in here, and there was a cherry pie too-"

"Fine." Kit said, barely audibly.

"What?"

"I said, _fine_!" the cub hissed.  "Whatever you want, I'm just trying-"

"Aw, what is it _now_?" the pilot sighed, arms loaded with food.  "It's gettin' so's I can't say nuthin' around here without gettin' jumped on!"

"What about your doctor?  What about what he said - less bad food, exercising?  Don't you care?" the boy said accusingly.

Baloo set his feast down on the table.  "Kiddo, like I tol' ya, them doctors is just after repeat business.  Besides, life ain't worth livin' if ya don't do the stuff ya like!  An' I like eatin' pizza an' cherry pie!"

"Fine.  That's how it works, huh?"

"How _what_ works?"

"Everything!" Kit seethed, arms folded.  "When it's me, all you can say is 'Bein' healthy's all that matters!  Can't take no chances!'  But when it comes to you it's too much trouble, so you just do what you want?"

"Is this about that stupid football thing again?" the pilot replied testily.

"It's about everything!  It's - it's... Don't you get it?"

"No!  I don't get it!  So tell me!"

Kit stared at the door, not wanting to look the big bear in the eyes.  "I shouldn't hafta tell you, Baloo.  But you don't care about anything that's important to me - even if it's you.  All you wanna do is whatever you feel like doin'."

"How many times I gotta say I'm sorry about that stupid concert?  I'm sorry!"

"You just don't get it!" the cub said softly, clenching his eyes shut.  "It's not about the 'stupid concert'.  It's about everything.  You just don't get it at all..." the boy stood from the table and headed for the stairs.

"Where ya goin'?" Baloo yelled.  "What about yer dinner?"

"Not hungry."

"Kit - wait!  Look, I'm eatin' your food, see?  I'm eatin' the chicken!  Kid?  Damn!"  the boy disappeared into the bedroom.  Baloo pounded his fist on the table, setting the plates jumping with a clang.  "Can't say anything around here!  I'm sick of it!" he growled, pushing the chicken away.  He picked up his fork and started on the cherry pie.

"Hey, Ree-becca!" Wildcat grinned, storming through the door and into Higher for Hire, greasy cloth in one hand and greasy wrench in the other.  

"Yes Wildcat, what can I do for you?" the bearess asked testily, looking up from her expense reports.

"Well, it's about the carburetor on the Sea Duck.  Did Baloo tell ya about it?"

She closed her eyes.  "No Wildcat, he didn't.  Perhaps you'd like to tell me now?"

"Oh!  Well, that's weird, y'know, 'cause we was talkin' about it this morning, and he was sayin', 'Wildcat, ,what are we gonna do about this carburetor', and everything.  And then Kit walked by on his way to school, an' Baloo said 'Hey Kit', and Kit didn't say-"

"Wildcat!" Rebecca snapped.  "Please - just tell me about it..."

"Tell ya about what, Man?"

"The carburetor!" she exclaimed.

"Oh yeah!" the mechanic grinned.  "You're gonna need to buy a new one of those."

"What?!  Why?"

"To replace the old one." Wildcat said seriously.

Rebecca banged her head on the desk hard enough to cause a sharp pain.  Either that, or the conversation had caused it... "WHY Wildcat?  What's wrong with the old one?"

"Well, you got bad corrosion in the centrifuge on the carburetor on the starboard engine Ree-Becca.  Only a matter of time before we lose her, and then... Poof!"

"Poof?"

"Poof.  You lose the engine, the gas doesn't go all around to the little parts and the engine says 'Help me, I'm thirsty...'"

"All right, I get it..." she sighed.  "How bad is it?  Why did you let Baloo fly with it this morning?"

"Oh, it'll be OK for a week or so, I've seen it a jillion times.  But after that it'll go out fer sure.  Gonna need a new one."

Rebecca buried her face in her hands.  "Thanks Wildcat.  Please leave now, all right?"

"Sure thing Miz Cunningham.  You don't look so hot - you should take better care of yerself.  Oh!  It's two o'clock, time for 'Space Rangers'!  See ya later!"  With a cheerful wave the mechanic breezed out of the office.

"This is all I need." she muttered.  "New carburetor, that's two hundred if it's a dime.  Old plane, pilot who can't deliver on time, mechanic who can't speak English, and a navigator..." she shook her head, eyes closed.  "This is all too much.  Just too much..."

She stood and walked over the safe.  She turned the dial and slid the heavy door open to stare at it's contents.  "Two dollars." she chuckled.  "Two dollars and a sack of peanuts.  Hey!  What's a sack of peanuts doing in there?"  Shaking her head, she slammed the safe shut and trudged slowly back to the desk.  "A hundred thousand a year.  Who needs that?  Certainly not a single mother with a six year-old child..."

"Excuse me - Rebecca Cunningham?" a soft voice called, jerking her attention to the figure standing in front of her desk, a tall white hawk in a black suit and tie.

"I - I'm terribly sorry..." she stammered, flustered.  "I didn't hear you come in-"

"Quite all right." the raptor smiled warmly.  "May I sit down?"

"Of course!" Rebecca smiled, sitting behind her desk as the man sat across from her.  She couldn't tear her gaze away from his eyes - they were deep, dark and penetrating.  She felt distinctly uneasy, vulnerable.  "What can I do for you, Mr. - Mr..."

"Bright.  Peter Bright.  A pleasure to meet you."

"Rebecca Cunningham." she smiled, shaking his hand.  A burst of electricity shot through her body at the touch, momentarily startling her.

"Are you all right?" the hawk asked, sounding concerned.

"Y-yes, I'm just fine.  What was it that I can do for you, Mr. Bright?"

"Yes, I was interested in your service, I have some business, and perhaps you will be able to help me with it."

"Of course!" she smiled.  They could use all the new business they could get right now... "What did you have in mind?"

"Please don't think me forward Miss Cunningham, but - you seem distressed.  Is there anything I can help you with?"

Rebecca arched an eyebrow, surprised at the question.  "No, that's quite all right Mr. Bright-"

"Call me Peter."

"Peter!  It's Rebecca, by the way.  In any case, that's quite all right Peter-"

"Of course, I don't mean to pry." the man grinned.  "It's just that, in my experience, one always feels better after discussing things, and I hate to start any new business relationship when you're feeling ill at ease.  And I'm in no great hurry - I have all the time in the world."

Rebecca laughed in spite of herself at the man's bizarre behavior.  There was something about him - she _did_ want to tell him her troubles.  It would feel so good to tell someone - everyone was forever bringing their problems to _her_.  And who better than a total stranger, who she'd in all likelihood never see again?

No - it was silly.  "That's quite all right Mr. - Peter.  It's just been a rough couple of days, my daughter had an accident..."

"That's a shame, Rebecca.  Children are a great responsibility, are they not?  A great worry, but a great joy as well."

"Yes, they certainly are!  Do you have children, Peter?"

"Three, Rebecca.  Is your daughter all right?"

"She's fine." Rebecca smiled, aware that she was slipping into a discussion of her problems, but lacking the desire to stop.  "She's just had to have some dental surgery, but she's fine.  Of course, we're a very small company, and we don't have any dental insurance, so that was quite a financial hit."

"I can imagine." the hawk said intently.  "Surely there's no planning for such emergencies?  They go hand in hand with children.  There's nothing you could have done, is there?"

"No, no." she replied, again a little surprised by the question.  "Of course, accidents happen with small children.  It's just..."

"What?"

"Well - it's just that sometimes I wonder if I'm giving her the best possible life, you see.  It's not easy running a small business, as you can imagine, I'm sure.  Especially in these times.  She has to go without things, sometimes.  Things I never had to-"

"I'm sure it is difficult.  But you're providing the best possible life that you can for her, I'm sure." he smiled, grasping her paw reassuringly.

"Of course." she frowned.  She waited a moment, but the man did not release her hand from his warm grasp.  "But I've made choices, you know.  For myself.  And I wonder sometimes if I chose with her best interests at heart."

"How do you mean?"

Rebecca stared at the man, who returned her gaze impassively with his soft, dark eyes.  ~What the Hell - in for a penny, in for a pound~ she thought to herself.  "I had other opportunities, Peter.  Other options, that would have led down very different roads.  I just wonder if Molly wouldn't have been better off."

"Hmmm..." the hawk nodded.  "I can understand that Rebecca, I know all about those other roads you describe.  I think everyone does, even if they don't always know they know it.  I'd be very curious to hear more - as I said, I have all the time in the world."

"How very strange!" Rebecca laughed.  "Why not?  My roads all seemed to go through my father, I suppose..."

"Of course.  So much of what we are we get from our parents, I find."

"Yes - yes, I think that's quite true."

"And yet, there's always a desire to make our own way, to forge our own path.  It's not easy to seperate one's emotions from such decisions, is it?  We confront them from such an early age..."

"Quite right." she nodded.  "At least with me it was."

"How so?"

"Well, my father was - is - a very successful businessman.  He's owned his own company since I was a very young girl.  Younger than Molly.  And of course, since I was his only child, I was always very involved in the business.  The fact that I had a natural affinity for it made that even easier.

Of course, I was very flattered, he was my father, I loved him, and he wanted me to be involved in his life.  Who wouldn't be?" Rebecca continued, finding herself getting caught up in a story she had never repeated aloud before, as though she were listening to it as she was saying it.  "So I helped out in the business until I went to college - Hartmouth - and I spent six years - well, five and a half, I graduated early - getting a Master's degree in business administration.  And then I went to work for Dad - for real.

I met my husband David not long after that - he worked for Dad too.  Molly came along soon after.  So I worked when I wanted, David was successful, and everything was fine for a couple of years. Then David died.  That changed everything, of course.  I kept working for Dad, when taking care of Molly allowed, but after a while I started to ask questions...

Molly was abut five by this point, and I knew that something had to change in my life.  I felt that I'd been building to something - that I had something to contribute.  I'd taken some time off, during the summer, traveled around, just to assess things, give myself time to think.  Or so I thought.  But one of the places I visited was Cape Suzette, where I was born.  It held a special magic for me, an attraction...

After I came home to Winger City, I was pretty confused to say the least.  I was having dinner at my parents house, it was a Saturday, I remember..."

"Looks like Molly's asleep." the black bear said, smiling at the small yellow cub curled up on the easy chair in the Cunningham's living room.  "Are you sure you're feeding her well Rebecca Darling?  I mean, if-"

"Oh Mother!" her daughter said testily.  "You see how she bounces off the walls!  She's

five years old.  Of course she falls asleep."

"I suppose." Kayla Cunningham sighed.  "I'm a grandmother, it's my perogitive to worry."

"Don't be silly, woman." her husband scolded, seated between the two ladies on the couch.  "Save your worrying for matters that deserve it."

"Whatever you say, Gregory." she chuckled.  "Rebecca - you've been awfully quiet all evening - is something bothering you?"

"No." her daughter said quietly.  "I suppose - well, never mind."

"What?  What is it?" her father asked.

She squeezed his arm.  "I don't know, Daddy.  I suppose I'm just feeling restless.  Bored.  I worked so hard for so long, in school - and now I don't put any of it into use..."

"You just need a man in your life." her father said confidently.

"Greg!" his wife scolded.

Rebecca arched an eyebrow wearily.  "I don't think so Dad.  I think I need some new challenges, new goals, new... _something_.  I need change."

"My business isn't challenging enough for you?"

"Of course it is!  That's not what I mean...  But you know, Dad - you always make the important decisions for Cunningham Holdings.  You always have, and you do it well.  You could find anyone to push papers around that office like I do-"

"That's not true!" Gregory protested.  "You're very a unique and vital part of the team, Rebecca.  Not to mention your future stake in the company-"

"Of course, of course..." Rebecca sighed.  "Unique and vital..."

"What do you have right now?" Rebecca asked, phone in hand.  Through the kitchen window, she watched Molly playing in the back yard sandbox.

"Well." the voice on the earpiece mused.  "There's a dry cleaning business - foreclosure imminent.  2000 square foot space-"

"No - that's not me.  What else?"

"Rollison's Delicatessen.  Let' s see... Twenty-five years at the location, gross income last year of-"

"No." Rebecca interrupted.  "What else?"

"What exactly are you looking for, Miss Cunningham?  Perhaps it would help if-"

"I'll let you know when I hear it.  Keep going, please."

The voice sighed.  "Very well.  Let me see... Bearington, a small securities firm - perhaps, given your father's business, that would be a possibility?  No?  Two more restaurant spaces... Hardware... An air cargo service... Haberdashery... Steam-"

"What was that last one?" Rebecca interrupted.  

"Haberdashery?  A hat shop-"

"No no!  The one before that... Cargo?"

"Hmmm.  Yes, 'Baloo's Air Service'.  An air cargo firm, I wouldn't recommend this one though.  Finances look terrible, virtually no customer base.  It's a terrible industry too - air cargo is a fad, they'll all settle back on trains and steamships once the novelty wears off, it's common knowledge-"

"That's the one." Rebecca said confidently.  "Air freight.  That's the one.  What are the specifics?"

"Miss Cunningham, surely-"

"Please!  The specifics?"

Another sigh.  "Yes.  As I said, the finances are terrible.  The bank will be foreclosing on the property and the airplane as well.  15 Harbor Drive, Cape Suzette.  Oh dear, a Conwing L-16.  Hardly state of the art, Miss Cunningham.  There's a three thousand dollar lien on the deed, you'd have to have your decision by Thursday - that's when the bank puts the deed for sale."

"Thursday?  That's it Mr. Speendecker.  That's the one.  You've already approved me for the loan?"

"Yes, yes or course, Miss Cunningham.  But surely, given your father's financial resources you'd rather-"

"Mr. Speendecker." Rebecca said impatiently.  "You said, did you not, that my credit had been approved?  And three thousand is within the limit's that you've authorized?"

"Yes Miss Cunningham."

"Fine, fine.  I'll let you know by Wednesday, Mr. Speendecker.  Thank you."  With a small smile, she cradled the receiver.  This one felt right, somehow.  Air cargo - there was a future there... Her future?

"What?" Gregory Cunningham shouted in disbelief.  "Cape Suzette?  Air cargo?  Becky, have you been drinking?"

"Daddy!" Rebecca shouted in reply.  "Be calm!  I think it's a very good business opportunity-"

"Opportunity!  Opportunity for disaster..."

"Rebecca, this is awfully sudden.  Why now?" Kayla asked gently.

Rebecca  fell back on the sofa with a sigh.  "It just feels like the right time, Mom.  A new start, a new life.  Something that I can grow - that can grow with me, and Molly.  I just love Cape Suzette, it'd be like going home, in a way..."

"Rebecca." her father said, with exaggerated patience.  "Surely you realize that your future is here.  This company is well-established, successful.  It can provide for you, provide for Molly.  For the rest of your lives.  Why risk all that for some pipe dream, some nebulous kind of 'new start'..."

"Because I want to, Dad!  You built this company, you made your dream happen!  Don't I deserve the right to do the same?"

"I built this company because I had nothing!  I built it to survive, to provide for Kayla, for you.  I nursed it through a war, a depression.  It's _here_, now.  For you to risk Molly's future-"

"Greg!" Kayla warned.

"She's _my_ daughter!" Rebecca hissed.

"Yes, yes she is." her father nodded.  "But she needn't ever have to worry about her education, her future.  You had all of those things - what right do you have to risk her access to them?  Don't you owe her the same privileges that you had?"

"Don't I owe her a future she can believe in, Daddy?  Don't I owe her a mother who feels proud of what she's doing with her life?" Rebecca said dubiously.

"Rebecca Darling... I think it's time I formalized your position with the company.  David is - he's been gone a few years, Molly will be going to school... How about a vice-presidency, a seat on the board of directors?  You're ready for that, you've proved it here today-"

"Oh Daddy, can't you see that isn't what this is about?" she sighed.  He merely cast a puzzled frown in her direction.  She looked for support, as she so often had, to her mother, but was met with only a weak smile.  She didn't understand, neither of them did.  It was her life, didn't they see?

Her life - and Molly's too.  There was no net, not where she was thinking of jumping.  Did she have the right?

"Hello Mr. Speendecker.  It's Rebecca Cunningham." the bearess said softly.

"Yes Miss Cunningham, how are you today?" the banker's voice replied.

"Fine, just fine..."

"I've taken the liberty of drawing up some loan papers for you, and made some preliminary inquiries about the lien on the air service you were considering.  While I still advise you to consider carefully, I am prepared to make a formal offer as of tomorrow."

"That - that won't be necessary." Rebecca sighed.

"Indeed?  A wise choice, I must concur.  A very promising small clothing company has recently come to my attention-"

"No, Mr. Speendecker.  I've decided to stay on here in Winger City... I appreciate your assistance, but I won't be pursuing the loan at this time."

"Very well, Miss Cunningham." the banker replied, a little smugly.  "Of course, should you reconsider I would be most pleased to assist you."

"Yes, I'm sure.  Thank you very much.  Good-bye."  Rebecca gently set the receiver down and closed her eyes.  Molly sat at the table, messily devouring a bowl of cereal.  Rebecca opened her eyes and watched her for a moment, too tired to stand.  Her limbs felt listless, heavy.  

"Whassa matter Mommy?" the five year-old asked, milk caked on her cheeks.

"Nothing Molly, nothing at all.  Mommy's going to be starting her new job at Grandpa's office tomorrow, isn't that exciting?" she sighed.  "My first day.  My first day..."

The office was a colossal mess - dirty clothes, rotting fruit, old pizza boxes and newspapers were everywhere.  A large grey bear reclined in what passed for furniture - a large red easy chair.  The bear was snoring gently, a half full drink clutched in one paw.

He shared the office with a companion this morning - a small brown bearcub, twelve years old and dressed in a worn green sweater.  The boy reclined in a hammock, legs dangling over the sides.  When the alarm went off, the boy was the first to hear it - he jerked awake with a start, unused to such domestic conveniences.

"Wha... Hey Baloo!  It's ten o'clock!" the boy said sleepily, rolling out of the hammock, slipping a red and blue baseball cap on his head backwards and heading over to the chair where the big bear still reclined, cap pulled over his eyes.  

"Nuthin's gettin' me outta this chair..." the bear mumbled.

"The TREA-sure..." Kit sang softly into the pilot's ear.

"Tah-reasure?!" Baloo exclaimed, jerking awake.  He patted the grinning boy on the head and stood.  "Kid, you just said my two favorite words!  Now lessee... first, we'll get us a bite to eat, then-"

"Baloo!" Kit scolded his new friend.  "If we don't get to Louie's soon, the bank'll shut you down!"

"Re-lax!" the grey bear grinned, picking up and biting into a hamburger of indeterminate vintage.  "The bank wouldn't send anybody _this_ early!"

There was a loud knock, causing both bears' attention to jerk to the door.  "You hope!" the cub said, with a hint of smugness.

Baloo tiptoed over and peered through the small window in the door.  "Heh-heh!  It's just a customer!"

The pilot opened the door to reveal a well dressed opossum.  "Good morning, I'm-"

"We're closed, Mister!  Come back when the sun's warm - like June!  Bye-Bye!" Baloo snapped, slamming the door.

"Wait!" the opossum called weakly.  "I need a pilot... Oh well..."  Tucking his briefcase under his arm he departed with a shrug.

"Do you always treat your customers that way?" the cub asked, frowning.

"Only when I got a tah-reasure to fetch!" Baloo chuckled.  "C'mon Kit - Louie's is callin'..."

"And we're gone!" the boy grinned, slapping the grey bear's hand and following him out to the yellow seaplane.  Baloo easily leapt up into the cockpit, then reached down to help Kit in after him.  "Thanks." the boy smiled, strapping into the navigator's chair.

Baloo looked out of the corner of his eye at the boy, who's gaze was darting about the cockpit, busily registering the location of the controls and instruments.  He smiled, involuntarily, and a feeling not unlike pride crept into his chest.  "Uh - care to start 'er up, Kiddo?" he asked slyly.

"M-me?" Kit gushed.  "Boy - thanks Baloo!"  He bounced out of the chair and tentatively reached for the controls, his small paws trembling a little.  "Um... Magnetos on... Set mixture... Throttle up... Okay?"

Baloo laughed and scratched the beaming cub on the head.  "Yer an Ace - L'il Britches!  Real good!  Now let's hit the skies!"  The pilot backed the plane away from the dock and into the open waters of the harbor, then sped into his takeoff.

Kit felt the lurch of the plane as it left the water with a thrill that ran through his entire body.  He was flying!  He peered out the window, amazed again, as he had been the day before, by the overwhelming splendor of Cape Suzette.  He'd never seen anything like it in his young life, and he'd seen far more than most twelve year-olds.

The cub stole quick glances at Baloo, who whistled softly as he guided the yellow seaplane towards the cliffs that guarded the city.  'L'il Britches' - what was that name?  The big fellow had used it yesterday too... It was weird!   Strangely though, he found himself liking it - a lot.  The pilot had a manner, a way about him - it was different than anyone he'd ever known.  Baloo glanced over and caught the cub staring.  "Boy, this sure is a great plane, Baloo!" he said to cover his embarrassment.

"Sure is." the pilot chuckled.  "How come you know so much about airplanes, anyways?"

The boy glanced quickly down at his feet.  "Oh, uh - I dunno.  I guess I read about it, y'know, in books..."

The grey bear frowned, puzzled by the cub's sudden nervousness.  "Some books!  You wanna try the stick again fer a little while?"

"_Can_ I?"

"Sure" Baloo grinned, that same unfamiliar feeling growing in his chest as he watched the boy gingerly take hold of the wheel.  "Easy, easy now L'il Britches!  Just feel 'er respond, Kiddo.  A little touch is all ya need..."

Kit's fingers were beginning to ache from gripping the wheel so tightly.  He forced himself to relax his hold a little.  "Which way is Louie's, anyway?"

"Heh heh!  Made the trip a thousand times, Kid.  Turn twenty six degrees port and hold 'er steady.  Y'know, I could teach ya to read maps an' such sometime, if ya want Kiddo-"

"Thanks!" Kit replied, smiling a private smile, gently banking the plane to port.  "Thanks - fer lettin' me fly - or even just steer.  You don't know how long I've dreamed of this..."

"No sweat." Baloo grinned.  "You got a real natural touch, Kit."

"Thanks!" the boy beamed, beginning to relax a little.  He flew in silence for a few moments, revelling in the feeling of the massive aircraft beneath him and wrestling with feelings he'd never felt before.  "Baloo, I - thanks fer savin' me yesterday.  You didn't even know about the treasure, or anythin'-"

"Hey, I'da done it fer anybody, Kid!" the grey bear answered.  Kit looked a little crestfallen.  "But yer special, Kit - even an ol' fool like me could see that!" he added, squeezing the cub's shoulder gently.

Kit smiled sheepishly and glanced over at the pilot for an instant.  "Thanks.  Anyways, you didn't even know about the treasure, and you still stood up for me.  Even though it coulda cost you yer plane.  Um... why?"

"I dunno, Kid." Baloo said thoughtfully, placing his feet leisurely on the dash.  And, in truth, he _didn't_ know.  "Just seemed like the thing ta do, Kiddo.  I - you... I dunno."

"Well, thanks!" Kit said gratefully.

"Yer welcome." Baloo said softly.  He watched the cub for a moment, admiring the ease with which he seemed to grasp the feel of the plane.  "L'il Britches, I gotta ask - how'd ya get that ol' jewel?  I mean, the air pirates is chasin' ya for it an' all..."  Kit's face froze into a hard glare, and he watched the sky straight ahead, not looking at the pilot.  It was the same mask Baloo had seen on the boy when they'd first met, at Louie's.  Somehow, the pilot could see past it at a glance.  "Kid?  I think I gotta right ta know after yesterday, huh?"

The cub sighed deeply, and Baloo was momentarily stunned - the brown cub looked, for that instant, like an old man, all of the innocence and vitality drained from his face.  The sight was like a hard punch in the gut to the big bear.  "Please... I can't tell you.  Don't make me tell you-"

"It's OK." Baloo blurted out.  He was overcome with a desire to comfort the cub, an unfamiliar, puzzling feeling.  "No big deal-"

"Don't make me tell you, OK?" Kit pleaded, eyes shining.  "Please..."

"Hey - you tell me when yer ready." Baloo said reassuringly.  He unstrapped and put the autopilot - a large crowbar - on the wheel.  Guided by instinct, he knelt next to the boy.  "I dunno what's goin' on with you an' those pirates, but you tell me when yer ready, OK?  Don't you worry about them, L'il Britches.  They can't hurt ya now.  We're buddies, pals - we're a team!  From now on, you're with me - OK Kiddo?"

Kit released the wheel, tears welling in his eyes, his instincts at war, feelings of gratitude to this strange man overwhelming the shell he'd erected around himself.  He wrapped his arms around the pilot's neck and rested his chin on the bear's huge shoulder as Baloo nestled his arms around him.  It felt like the most natural thing in the world, even though he'd only known the pilot for a day.  "Thanks... Papa Bear." he whispered, revelling in the warmth and strength of the grey bear's embrace.

"S'okay L'il Britches." Baloo chuckled, startled to find the boy trembling a little.  He held him tightly for a moment, sensing Kit's need for his closeness.  He unwrapped his arms from the cub and stepped back, startled again to see the boy's eyes moist with tears.  He smiled awkwardly.  "Uh - guess I better take the wheel, huh Kid?"

"Yeah!" Kit whispered, discreetly wiping his eyes.  "Guess we'll be at Louie's soon, huh?"

"Sure will." Baloo echoed, unsure just what exactly had transpired.  "Sure will."

"Little boy Baloo!" Louie called gaily as the big grey bear swept through the bamboo doors of his club.  "What's shakin', Man?"

"Not much Louie.  Howzabout a couple Krakatoa specials fer me an' my friend here?" the pilot grinned, approaching the bar.

"Howzabout you pay yer tab, Cuz?" Louie laughed.  He saw Kit's small form behind Baloo's back, and his friendly eyes flashed hard for a moment.  "Uh - who's yer pal, Baloo?"

Baloo hoisted Kit onto a bar stool and placed a friendly hand on Louie's shoulder.  "This here's Kit Cloudkicker."  Kit held his hand out gingerly.

"Listen, Kit..." Louie began, stiffly, "I run a nice friendly club here - I don't like trouble, and after yesterday-"

"He's with me, Louie." Baloo smiled, hand still on Louie's shoulder.  Kit held his breath.  "He's with me."

The two old friends locked eyes for a moment, then the orangutan cracked a smile and looked down at Kit.  "Well, any friend o' Baloo's is a friend o' mine, Shortstop."  He clasped the cub's paw gently.  "Two Krakatoa specials comin' right up."

Kit exhaled at last, and smiled at Baloo.  "Thanks, Papa Bear."

"No sweat Kid."  Baloo leaned over and whispered in the cub's ear.  "Now - where's that ol' treasure?"

"Follow me!"  Kit beamed, hopping lithely down from the stool and leading the pilot up the stairs.

"Oh man, I feel a fortune comin' on!" Baloo grinned as the boy reached inside one of Louie's tiki masks and grabbed the box Baloo had seen him carrying the day before.  

"Ta-daa!" Kit said proudly, opening up the box and showing it's contents to the pilot.

"Well, pop my peepers!" Baloo gasped, as Kit beamed.  "She's a beaut!  C'mon L'il Britches, let's go show this rock ta ol' Louie."

"Right!"  Kit agreed, and followed the big bear down the stairs and back to the bar, where the ape was happily singing to himself as he placed two lit sparklers in each of the mammoth ice cream sundaes he was preparing.

"Here ya go, Cuz!  Two Krakatoa specials!"

"Thanks, Louie.  Say, could you give us a bead on this bauble?  Like, what's it worth?"

"Sure, Cuz." the ape replied, taking the jewel from Baloo.  He whipped out a magnifying glass and proceeded to study the rock closely.  "Oooh!  Aaaah!  Yowza!!"

"Yeah, yeah?" Baloo asked eagerly.  "How much is 'yowza'?"

"Yeah!" Kit chimed in.  "In round numbers!"

"Nothin', Cuz." the ape answered, tossing the jewel to Baloo.  "Nada.  Zero.  Zilch!  It's _man_ made, Man!"

"Aw, nuts!" Baloo growled, hurling the shiny red stone into the wastebasket.

"Aw Baloo - I'm _sorry_!" Kit said sheepishly, hanging his head.

"That's OK Kid." Baloo said gruffly, grabbing the two sundaes and trudging to a table, where he sat with a pained sigh.

Kit sat next to him, eyeing the sundae hungrily.  Despite his disappointment, he stared at the ice cream as if hypnotized, then picked up the spoon and began devouring it rapidly.  "Whoa - slow down L'il Britches!" Baloo chuckled ruefully.  "Yer gonna swallow the spoon if you ain't careful."

"Sorry Baloo." the cub said, mouth full.  "It's just - I haven't seen ice cream in a real long time."  Baloo arched an eyebrow and stared at the boy thoughtfully, slowly eating his own sundae.  

After only a moment the boy had devoured the entire Krakatoa special.  He pushed the dish away and put his chin in his hand glumly.  "I still don't get it, though.  If the rock's _worthless_, why did Karnage steal it from Shere Khan?"

Baloo jerked his head up at the mention of the richest man he - or anybody else in Usland - knew.  "Shere Khan?  Is that a fact..." He stepped over the wastebasket, which by this point was emitting a pulsing red glow.  He reached inside and grasped the stone.  "Yeeooww!" he bellowed, as a blinding flash lit the room and he was thrown back several feet.

"You OK Baloo?" Kit gasped, bending over the pilot's prone figure.

"Whew-eee!" Baloo whispered, holding out his throbbing hand.  "Mebbe that night light is worth somethin' after all..."  The stone had ceased emitting the glow, and the pilot gingerly reached in and picked it up.  Feeling no shock, he pocketed it.  "C'mon Kit - let's head on back to town."

"Sure, Baloo." the boy answered, still a little shaken from the events of the last few moments.  With a wave at Louie, the two bears departed the club and headed for the Sea Duck. 

"When we get back to Cape Suzette, we'll pay Mr. Khan a visit!" Baloo said thoughtfully.  "Maybe there's reward moolah..."

"Right Papa Bear." Kit smiled.  Baloo looked at the cub's face thoughtfully as he lifted him into the cockpit.  'Papa Bear'?  That would take some getting used to... Still, it had a nice ring to it.  He liked the way it sounded.  Both bears strapped in and within a few moments the Sea Duck was a tiny dot on the horizon, disappearing into the distance on it's journey to Cape Suzette.

From the opposite direction, _several_ tiny dots were appearing on the horizon.  Within a few moments they were revealed to be small aircraft - CT-37s, armed with machine guns.  They were all biplanes, except for one - the plane that flew at the head of the formation, a black tri-wing craft.  At it's controls sat a red wolf in a striking blue uniform.

"Here we are, my plundering wonders - Louie's!  Mad Dog!  Search the area for that accursed yellow seaplane!" the wolf barked into his radio.

"Right, Cap'n!" a droopy-faced weasel whined in reply and banked his plane to fly a low loop around Louie's place.

"Find them!  Find them!" Karnage hissed maniacally as he circled high above.  " I want that boy..."

"They aren't _here_ Cap'n!" Mad Dog whined into his radio.

"Curses and _more_ curses!" Karnage snarled.  "Very well.  We will search every port and every city in the south Pacific until we find them, yes-no?  San Flamingo, New Fedora, Cape Suzette - I want them found, my men!  I want that stone - _and_ the boy..."

The yellow seaplane splashed down alongside the dock at Baloo's Air Service.  "Home again, Kid!" Baloo whistled cheerfully as he delicately landed the old craft under Kit's admiring eyes.

"Home?" Kit whispered, feeling the fur on his neck stand up a little as Baloo said the word.  He hadn't used that word for a very long time - hadn't even heard it...  The grey bear stepped out of the cockpit and lifted Kit to the dock.

"Hey Baloo!" a cheerful voice called from one of the small buildings adjoining the main structure.  A smallish lion in a filthy white coverall walked over to them, carrying a wrench.  Kit watched him curiously.

"Hey, Wildcat!" Baloo grinned.  "I wantcha to meet a new buddy o' mine - Kit Cloudkicker.  He's gonna be joinin' us fer a while.  Kit, this is Wildcat - best mechanic on the seven seas!"

"Pleasure to make yer acquaintance, Kit!" the lion said with a friendly smile.  He enthusiastically shook Kit's paw in his greasy one.

"Uh - thanks, you too." the boy smiled, looking for somewhere to discreetly wipe his hand.  His mind still rang with Baloo's introduction - 'Joinin' us for a while'...

"Hey Baloo, some guy was here ta see you.  He left this, Man." the mechanic said, handing Baloo an envelope and disappearing back into the little building.

"Oh man..." Baloo hissed, ripping open the envelope as Kit wiped his paw on the grass.  "Oh no!  'As you did not make your minimum payment this morning, your deed was officially put up for public sale.  If a buyer is found before you make the payment, all rights of ownership will pass to that person.'  Holy shamolies..."

"Well, that's what the guy told you yesterday, Baloo." Kit said gently.  "All we can do is go see Khan first thing tomorrow and hope there's a reward, and then go to the bank.  No offense but... I don't think they'll be lined up around the block to buy this place."

"I resemble that remark..." Baloo said gruffly.  "Still - mebbe yer right, L'il Britches.  Only a crazy person'd wanna buy this business.  C'mon, ol' Baloo'll rustle up some grub, let's head inside..."

Baloo tossed the dirty dishes on the pile in the sink, shooing a few flies out of the way.  Kit sat at the table, silently finishing up his dinner.  Baloo watched him curiously, from a distance.  ~Haven't been around a kid in ages.~ he thought to himself.  ~ Sure is weird.  Kid's kinda skittish - spooked-like.  Lotsa stuff he's not tellin' me, too... Still, this morning, on the plane... What was that all about?  Poor kid, he really almost started cryin' there, didn't seem to wanna let me go when I was huggin' him.  Let's just see how it goes...~

Kit sensed the pilot watching him and turned.  Baloo smiled and winked at him.  "How's that sandwich Kiddo?"

"Oh, it's.. fine, Baloo, thanks!" the cub smiled.  In truth, the sandwich was quite - disconcerting... but the big bear was trying to do his best.  ~This is weird.~ Kit thought.  ~Bein' here, with him like this... Does he want me here?  He asked me to stay... It's not like last night - today he acted like he wanted me here for good - but what did 'for a while' mean?  Don't get too caught up, you don't know this guy!  You don't know what's gonna happen, just play it cool.  Sure was nice though, on the plane... He just let me alone, didn't make me tell him... He even seemed worried about me!  Let's just see how it goes...~

The grey bear whistled into the living room and slapped the needle on the record on the gramophone.  A jazzy beat filled the room, and the pilot snapped his fingers and danced a little jig.  The cub laughed at the sight.  "Oh - so ya think that's funny, do ya?" Baloo challenged jovially.

"No!" Kit giggled.  "You just seem to be enjoying yourself..."

"That's what it's all about, L'il Britches." Baloo sighed, sinking down into the easy chair.  "Havin' a good time, that's what life's all about.  Good plane, good food, good tunes, good friends.  That's all Baloo needs."

"An' three thousand dollars." Kit said wryly.

"Well - that too." Baloo admitted, closing his eyes and stretching out.  Kit stood and carried the dishes to the sink, holding down a shudder of revulsion as he did.  He stood and silently watched Baloo for several moments as the bear reclined, softly snapping his fingers to the beat of the music.

Finally, the boy slowly walked towards the big bear, feet moving as if under their own volition.  "Um... Baloo?" he asked tentatively.

"Yeah Kid - what is it?" Baloo yawned without opening his eyes.

"Um - can I squeeze in?"

Baloo opened his eyes, a look of surprise momentarily flashing across his face.  He studied Kit impassively for a moment, as the cub stared sheepishly down at his feet.  Finally, he smiled.  "Sure L'il Britches - plenty o' room!" he said gently.

Kit slid into the chair next to the grey bear, still looking down at his feet.  "Thanks, Papa Bear." he smiled, as the pilot draped an arm around his shoulder.  Kit rested his head on the crook of Baloo's arm and closed his eyes as the music filled the room.

Out on the harbor, shards of mist filled the sky, partially blocking out the crescent moon that hung above.  On the gently lapping water a small gondola approached the cliffs, three figures inside.  The standing figure, a red wolf in a striped shirt holding a long pole, was singing off-key.  "O, solo MI-o, O so-do YOU-o..."

Suddenly the boat was bathed in bright light, and a voice boomed from the darkness.  "Who goes there?"

"O the police-o, stay very calm..." the wolf sang softly.  

In the stern of the little boat, a large dog in a top hat grinned upwards, a stunningly ugly weasel in a long dress in his arms.  "Er - uh - Good evening, officers!" he shouted in a thick Dandiscavian accent.

"Scoozi, Signori!" the wolf grinned.  "The younga lovers - the need their _privacy_ - Si?"  The searchlight clicked off.  "Grazie, Signori!"  

He propelled the boat along with the pole for a few moments, then reached under and engaged the motor, and the craft sped towards the city.  "Arrividerci, Coppers!" he snarled.  "Now, to find that plane!"

"Aw, but there's a million of 'em in Cape Suzette, Boss!" the weasel whined.

"Then we will search every one!" the wolf snapped, slapping him across the face.  "Until we find that boy..."

Kit was dreaming of Krakatoa Specials when a gentle hand on his shoulder shook him to wakefulness.  He blinked his eyes and looked around, momentarily disoriented, then saw Baloo's smiling face looming over him.  "Rise and shine, L'il Britches!" the pilot grinned.  "It's the early bird that worms the best deal!"

"Oh yeah... Shere Khan." the boy yawned, stretching his arms as he realized he was in the hammock.  ~How did I get here?  I fell asleep in the chair.  He must have carried me...~ he thought.  He rolled out of the hammock and nimbly jumped to the floor.

Baloo pulled the red stone out of his pocket and stared at it greedily.  "I'll bet we get two hundred bucks fer this sparkler!"

"D'you think it's smart just walking into Khan's office with it?" Kit asked dubiously.

Baloo hesitated.  "Say... Yer right, L'il Britches!"  He headed towards the kitchen.

"Whatcha doin'?" the cub asked, following close behind him.

"Better leave the jewel here." the pilot said slyly, slipping the red stone into a drawer.  "Wouldn't wanna tip our hand to soon!  C'mon L'il Britches, we got a date with a typhoon!"

"Right Baloo!" Kit giggled. following the grey bear out the door.  The man had a ..._way_ about him - somehow everything he did felt like an adventure.

"Say, uh... ain't kids supposed to eat breakfast or somethin'?  You hongry L'il Britches?"

"I'm fine Baloo, thanks." the cub grinned.

"Well, we'll stop and get ya somethin' after we see ol' Khan.  Hopefully we can get ya somethin' really expensive..."

The sun was creeping into the eastern sky, illuminating the Sea Duck in a glowing light, when a small boat putted through the water towards the yellow seaplane.  "Look!" Karnage gasped.  "This is it!"

Shere Khan's office was stunning - like nothing Kit had ever seen in his young life.  It was a mass of thick, leafy foliage resembling an indoor jungle.  Adjacent to the door were two sculptures built into the walls, which fed water out into large fountains.  Opposite the door a seemingly impossible distance away was a massive window, which provided a sweeping view of the city spread out beneath them.  In front of the window was a huge desk.

And behind that desk stood Shere Khan himself - every bit as impressive and intimidating as his office.  The tiger was huge - as tall as Baloo, with a barrel chest.  He wore a perfectly fitting blue suit and an expensive-looking red tie.  At this moment, he stood facing the window impassively, hands behind his back, as Baloo related their story.

"So you see, Mr. Khan Sir - if we _could_ get the stone back, what _might_ it be worth to ya?"

Kit's attention fell to the desk, where an extremely sharp-looking silver letter opener sat.  Reflexively, the boy picked it up, tossing it about in his hands, feeling it's heft.  It was almost like a little sword.  Playfully, he shadow-jousted with it, striking out at invisible enemies...

"Well, Mr. Balloon..." Khan was saying.

"That's _Baloo_."

"Mmmyes." the tiger said softly.  He grabbed Kit's thin arm in a huge paw, grabbing the letter opener away from him with the other.  The cub, startled, sought shelter behind Baloo's massive back.  "That 'stone' as you call it is actually an electrical alloy, developed by my scientists.  I'll make it worth your while to return it...  What would you say to a hundred?"

"Only a lousy hundred bucks?" Baloo scowled.

Khan arched an eyebrow imperiously.  "A hundred _thousand_ lousy bucks!"

"Dollars?!?" Baloo and Kit gasped simultaneously.  "Just sit tight, Shere Baby!" the pilot grinned.  "We'll be back faster than you kin say 'Sea Duck'!"

The tiger leaned back impassively on his desk, watching the two bears rush out of his office and onto the elevator.  "Heh heh.  It's worth _fifty_ times that..."

Kit and Baloo were dancing on air as they sped back to Baloo's Air Service.  "We did pretty _good_, huh?'" Kit beamed proudly as they approached home.

"Haha!" the grey bear chuckled.  "A hundred thousand smackers!  Now I can buy my plane back and get that bank off my case!"  He held the door open for Kit regally.  "Let's grab that sparkler and-"

"Baloo!" Kit gasped as he stepped into the building.

"Wha?" Baloo hissed.  "My gosh!  What happened?"  The place was an even bigger mess than usual - boxes overturned, drawers emptied, windows smashed.  "Uh oh!" the pilot snarled, dashing into the kitchen.  "Damn!"

"What?" Kit whispered.  "The - the-"

"The stone's gone." Baloo growled.  "Musta been those dang pirates...  How am I gonna get my plane back now?"  Kit sat glumly on an overturned box, burying his face in his hands as the pilot stormed angrily about the room.  "Blasted pirates... scourge o' the skies ...  Kit!  What's the matter?"

"Oh, this is all _my_ fault!" the cub moaned.

"Whaddaya mean?" Baloo asked, puzzled.

"Aw... those pirates were chasing _me_, Baloo!  I led 'em right to the stone, I never should've got you involved..."

"Don't sweat it Kid, it's only money!" Baloo said gently.  

"But what about your plane?" Kit whispered.  A look of determination crossed his face.  "Come on!"  He grabbed the big bear's arm and dragged him towards the door.

"Whoa, whoa!" Baloo yelled, grinding his heels.  "Just where we goin', Kit?"

"To get the stone!  We'll steal it back from Karnage, and then you can get your plane back-"

"Steal it back?  What're you talkin' about L'il Britches?  We don't even know where they took it!"

"I do!" the cub sighed.  "Their hideout - Pirate Island.  I know where it is."

Baloo's jaw dropped.  "Pirate Island?  Holy propwash... Kid, no pressure but - you ready to tell me about you and the pirates?  I think it'd be better if I knew-"

Kit sat back on the box and closed his eyes.  "Oh, Baloo... If - if I tell you, you'll-"

"Jus' hold on!" Baloo chuckled, kneeling next to the cub.  "Like I tol' ya Kiddo, it don't matter.  Yer with me now.  Just tell me about it, I promise it'll be OK!"

Kit said nothing for a long moment as he stared into the pilot's eyes, his mind a whirl.  Finally he closed his eyes and took a deep breath.  "OK..." he whispered, almost inaudibly.  "You promise?"

"Scouts honor!"

Kit grinned weakly.  "I got no family...  No home...  I hooked up with Karnage's gang about a year ago.  But I got sick of em..."  A look of anger crossed the boy's gentle features as Baloo listened intently.  "So... when I saw that stone, I figured, 'Hey - make your move!'  That's when I ran into you..."

The pilot wrapped an arm around the cub's shoulder gently.  "Man, that's some story L'il Britches... If I hadn't seen the last couple days myself, I wouldn'ta believed it!"  The cub said nothing, staring silently at the wall.  "Hey, like I said Kit, the past is the past.  We're buddies now!  None o' that stuff matters-"

"Really?" Kit whispered.

"Really!" Baloo grinned.

"Thanks, Baloo, I - I..."

"Don't mention it, Kid.  S'okay." Baloo grinned, tousling the boy's hair.

"But Baloo - I know where their hideout is, we can steal the stone back-"

"Slow down, Kit!" Baloo laughed.  "These are _bad_ guys you're talkin' about!  They play hardball, Kiddo.  It's only money - it ain't worth risking - well, it just ain't worth it, that's all.  We ain't goin' to no Pirate Island, L'il Britches."

"But Papa Bear!" the cub said desperately.  "What about your plane?  You'll lose it, and it's because of me-"

"Hogwash!  It's not yer fault, Kiddo.  I been slackin' off payments ta that bank fer a long time.  I never even had a crack at that sparkler till you showed up anyways.  Don't beat yerself up!"

"I still think we could get that stone-"

"NO, Kit!  I tol' ya, I ain't gonna let you risk yer neck on that ol' rock.  Fergit it.  We'll just hafta think of somethin' else."

Kit folded his arms angrily, but at some level he was strangely happy too.  He couldn't explain it, he had no context for it - but Baloo seemed genuinely interested in _him_ - money or not.  Was it possible?  Suddenly, inspiration struck.  "Baloo!  I got an idea!"

"What is it?" the big bear asked dubiously.

"What if we go back and collect your gorilla birds?  We can find 'em, and deliver 'em to the zoo!  You'll get your three thousand dollars - it's not a hundred, but-"

"Good idea, Kit - but _how_?  I don't even know for sure which island we landed on - and there's a million of 'em round there.  Not to mention findin' the danged birds once we get there..."

Kit grinned sheepishly.  "Uh -well, there's something else I didn't tell you, Papa Bear.  I know how to navigate.  I can find the island, I was kinda watching the navigation equipment while we were gettin' away from the pirates... Old habit I guess."

"Huh?" Baloo interrupted.  "Kid - what're you talkin' about?  You don't hafta-"

"It's true, Baloo!  Haven't you figured out by now that I don't make stuff up?  I can handle compasses, maps, sextants - I know how to do all of it.  I can find anyplace, anywhere!"

Baloo looked the boy over appraisingly.  Clearly, there was a lot more to him than met the eye.  It was undeniable - every seemingly preposterous thing the cub had said had turned out to be true - why not this?  "Boy, L'il Britches - I didn't think when I asked ya to be my navigator I was gettin' a fully trained one!" he chuckled.

Kit's face lit up like a Christmas tree.  "So we go get the birds, then?"

"OK, Kiddo - we go get the birds!" Baloo sighed.

"Ha ha!  Kit, I gotta hand it to ya - ya really know yer way around a map!"  Baloo grinned, counting a thick was of bills.  "Ya led us back ta that island like you was born ta do it.  Yer an ace, L'il Britches!"

"Thanks!" the boy beamed at the big bear's praise.  "But it's a good thing gorilla birds stay in flocks, or we'd never have found 'em all.  Now you can keep your plane, huh?"

"You bet  Kiddo - thanks to you!"

"I just wish they didn't stink so bad!" Kit winced, sniffing the sleeve of his sweater.  "I'm gonna have to take twenty baths just to get the stench out!  An' I hate takin' baths..."

"You an' me both L'il Britches!" Baloo chuckled as they entered the bank.  "But it's a small price ta pay knowin' the Sea Duck's safe an' sound."  He approached the nearest teller with a broad smile.  "Hallo, Baloo Bear here to make a payment on his aircraft loan!"

The teller unsmilingly looked up Baloo's name in his files.  "Ah yes, Mr. Baloo.  You'll need to see Mr. Kroner.  That desk over there."  He pointed to a stern-looking walrus seated at a cluttered desk.

"Kroner, right." Baloo nodded, walking over to the desk.  "Hiya Pal!  Name's Baloo.  Here to-"

"Ah, Mr. Baloo." the walrus said primly, looking at the pilot over the top of his glasses.  "We haven't seen you for quite a long time, have we now?"

"Er, no, sorry about that.  I, uh, lost my organizer.  But I got the three thousand dollars fer my loan payment right here, nice an' neat."

Kroner arched an eyebrow in surprise and counted the money.  "Indeed - it's all here.  You're a very fortunate man, Mr. Baloo - we've had no offers to take over your loan.  As such, we can now put you back on a normal payment schedule-"

"Great!"

"Indeed.  But I warn you, Mr. Baloo - we have been more than patient with you.  The next time we won't bother with all the notices, couriers... Do I make myself very clear?"

"Clear as daylight." Baloo said grimly.

"Very good.  Here is your receipt, Mr. Baloo.  Have a very nice day."

"Sweet guy." Baloo muttered, leading Kit out of the bank by the hand.

"You know Baloo - you're gonna have to be more careful!" Kit said thoughtfully.  "If someone had bought out your loan, you'd be outta luck!"

"Yeah, I know Pardner." Baloo sighed.  "But ol' Baloo's a changed bear, Kit.  From now on, I'm gonna be a reg'lar Cornelius Van Der Bruin.  I'm gonna watch my pennies like a hawk.  Yessir, things are gonna be different - I've learned my lesson!"

Kit was a little dubious, his impressions of the pilot after knowing him for a few days lending some skepticism to his outlook.  Still, he was already incredibly grateful to the big bear - why not let him have his moment?  They walked in silence for a few minutes towards Baloo's Air Service.  Finally, the cub squeezed Baloo's paw gently and looked up at him.  "So - what now, Papa Bear?"

"Whaddaya mean, Pardner?" the pilot smiled back at him.

"I dunno... You got yer plane back, an' everything...  I don't think the pirates are gonna bother you anymore-"

"Kid - like I tol' ya, I was thinkin' of addin' a navigator, an' you obviously got the talent fer that job.  I like the way ya handle yerself in a jam, too.  As far as I'm concerned, we're partners if ya want.  What say - gonna stick around?"

Kit was overcome by relief.  "Really?" he whispered.

The grey bear wrapped his arm around the boy's shoulder.  "Whaddaya say, Kid - Partners?"

Kit chuckled and looked down at his feet.  "Um... sure, I guess I could stick around.  I don't have any other plans right now..."

"Great!" Baloo grinned, playfully punching him in the jaw.  "Looks like we're home, Kid." 

Kit looked up - they were standing just outside Baloo's Air Service.  They were home.  Suddenly, a large black limousine screeched to a halt and strong hands grabbed him and tossed him into the back seat.  "Hey!" he managed to shout indignantly.

"Wha-?" Baloo exclaimed as he flew into the car next to the boy.  The car screeched into motion and sped towards downtown.  "Just what the heck is this?!?" Baloo shouted indignantly.  "Who are you?  Where we goin'?"

"Shut up!" a uniformed panther growled from the front seat.

Baloo tried the doors only to find them locked.  "What the heck - who are these guys?"

"I dunno." Kit hissed, looking around him worriedly.  "But it looks like we don't have a lot to say about where we're going..."

Within a few moments the car skidded to a halt in front of Khan tower.  Bear and cub were hustled out of the limo and roughly herded into the building and onto the elevator, which deposited them in the familiar surroundings of Shere Khan's office.

"Ah, so glad you could stop by." Khan's voice purred from across the huge room.  A small white rabbit in a lab coat stood nervously next to the desk.

Baloo rolled up his sleeves and marched angrily towards the desk.  "Oh, so it's _you_, huh?  Listen Khanny, you can't just grab somebody of the street like that!"

"I dislike being told what I cannot do." the tiger said a little angrily.  "Now - where is the stone?"

Baloo glanced nervously down at Kit, who shrugged.  "Er, yeah, about that stone..."

"Well?  Do you have the stone or not?" Khan purred impatiently.

"Well - er - the thing of it is... No."

"Mmmyes.  If this is some sort of cloddish attempt to extort more money from me-"

"We dont have it." Kit said suddenly in a loud, clear voice.  "Don Karnage does."

Khan glared at the boy in surprise.  "Indeed.  Don Karnage, you say?  I am displeased, Baloo.  You have let me down."

"Yeah well - sorry Khanny, but believe me I'da been happy to take a hundred thousand shaboozies fer that night light.  We did have it, but that ol' pirate stole it from us."

"He stole it from _me_." the big cat said ominously.

"Just what's so important about that rock anyways?" Kit interjected.  "It's not a jewel - but you, Karnage, everybody's after it.  It's an electrical alloy, you said.  What's the big deal?"

Khan arched an eyebrow thoughtfully at the boy, then turned and glared silently at the rabbit for a moment.  "Well - you see-" the rabbit began.

"That's enough, Doctor." Khan hissed, grabbing the rabbit by the ears and holding a paw over his mouth.  "If you are hiding something from me - working with Karnage..."

"I hate Karnage!" Kit spat venomously.

Baloo glanced nervously down at the boy, surprised by the vitriol coming from his innocent face.  "It's the truth, Khanny.  I'd love ta give you that sparkler right now, but we don't have it.  The kid don't lie."

Khan continued to hold the squirming rabbit absently by the ears as he eyed the bear and cub cagily.  Finally, he set the scientist down and turned towards the window.  "You are all dismissed." Baloo and Kit stared at each other, then at Khan, then back at each other.  Finally, they turned and walked out of the office and onto the elevator.

"So - whaddaya think, Baloo?" Kit asked, smiling, as Baloo stumbled out of the easy chair with a yawn.

The pilot scratched his head and looked around the office.  "Geez, Kid - when'd ya do all this?  What time is it?"

"Almost eleven.  I've been up for a few hours, and you've been so nice an' everything...  I just thought I'd clean up the place a little, you know.  Get rid of some trash, and stuff."

Baloo looked around, jaw slack.  "Looks real nice, Kiddo, but I had a system!  I knew where ever'thin' was-"

Kit frowned.  "I know... But that doesn't make a very good impression on the customers, right?"

"Ain't been much of a problem lately." the big bear muttered.  "Kit - you didn't throw out my sandwich collection?!?"

"Um... Most of 'em were pretty, well - green, Papa Bear.  I didn't think-"

"Well, it's OK Kid.  I appreciate you wantin' to help out, but next time check with me before you do any household chores, OK?"

"Sure Baloo." the cub said sheepishly.  "Uh - since I'm, y'know, gonna be stayin' for - well..."

"Yeah?" Baloo grinned.

"Yeah.  Well, I noticed there's a bedroom upstairs, even though it's kinda full of junk right now.  I was thinkin' maybe we could get some furniture somewhere, a garage sale or something.  Some beds, tables... I feel bad, I kicked you outta yer hammock an' you hafta sleep in that chair-"

"Don't sweat it L'il Britches." Baloo frowned.  "That's no big deal - I could sleep on a pile o' rocks if I had to."  ~I hadn't though about furniture, cooking... School!  What about school?~ the big bear mused.  ~There's a lot more to this than I realized...  Gotta make this place more like a real home now, I guess...~

"What's the matter?" Kit asked timidly, a little taken aback by the pilot's silence.

~Kid's sensitive - gotta remember that!~ Baloo mused.  "Nothin', L'il Britches!" he grinned, tousling the cub's hair.  "Just thinkin' about how much fun we're gonna have, that's all.  Haven't had another face around the ol' dump for... well, ever!"

"Fun?" Kit smiled tentatively.

"Yeah - it'll be a blast!" Baloo laughed.

Deep in the heart of a volcano, in a remote quarter of the south Pacific, a beehive of activity droned, unseen by the outside world.  Pirates of all shapes and sizes scurried about Pirate Island, preparing for what promised to be the biggest job in their plundering lives.

"Get it loaded, my men!" Don Karnage shouted as a band of buccaneers pulled a strange looking machine along a set of railroad tracks towards the waiting jaws of the Iron Vulture.  "We are leaving in ten menudos!"

Karnage rubbed his paws with anticipation as he saw the preparations taking place around him.  Soon, he would finally have the power, the respect he deserved - those Cape Suzette snobs would cower at the very sound of his voice!  It was a shame he hadn't recaptured the boy - he would have liked to have shown his the finest hospitality that his dungeons had to offer.  Still - the stone was the main thing.  There was an entire city to think about, after all.  And there would be opportunities later, for revenge... A dish always best served cold.

The unusual contraption was loaded into the airship, and Karnage's men scurried to secure their places on the historic voyage.  Karnage grabbed the ship's wheel, a cold glint in his dark eyes.  "Ready or not, Cape Suzette... Here I come!"

"Yes." Shere Khan said softly, a small grin on his face and the telephone in his right hand.  "Of course...  Yes."

"Mr. Khan!  Mr. Khan, Sir!" a voice called, jerking his attention towards the door.  It was that disturbingly emotional scientist, Dr. DeBolt.  "I just figured it out!"

"In a _moment_, Doctor!" Khan said irritably, hand over the mouthpiece.

"Yes, but this is important!"  To Khan's amazement the rabbit disconnected him from his phone call.

"It had _better_ be!" Khan said menacingly, slamming the receiver down on the scientists hand, prompting a wail of pain.

"Nnnngggg!  Ouch.... I've been studying a list of what the pirates stole from you over the last week!"

"The _point_, Doctor?" Khan hissed, grabbing the unfortunate DeBolt by the ears again.

"W-well..." the rabbit stammered, "It's possible that the pirates have built a machine that can focus the energy of the stone-"

"And?"

"Well - basically, Don Karnage could now have in his possession... a lightning gun!"

The tiger dropped DeBolt to the desk and folded his arms imperiously.  "Absurd!" he hissed with a scowl.  As soon as the words left his lips, a tremendous explosion lit the night sky behind him.  He turned to the window with a start and observed a great fireball where the cliff guns had previously been.

The security forces manning the guns scurried for cover as a bolt of light pierced the sky and the air around them was filled with flying scraps of metal.  "What's going on?"

"Who's firing?"

"Air pirates!"

On the Iron Vulture, the long-snouted hound known as Ratchet sat at the controls of the lightning gun, which was perched precariously in the open beak.  He fired shot after shot at the helpless battlements below.  Karnage surveyed the scene with a small hand-held telescope.  "Hee hee!  Lookity-look - they scurry like the little ants!  Once more, with _feeling_, Ratchet!"

"Aye-aye, Cap'n!" Ratchet replied, squeezing the trigger on the lightning gun.  The red jewel crackled, sparkled, and grew brighter and brighter, until finally a beam of light shot out from the tip of the gun and sent men and metal flying through the air below them.

"There!  See?  I told you!" Dr. DeBolt yelled, pointing at the destruction visible through the massive window in Khan's office.

"Yes.  I believe you.  Thousands wouldn't." Khan replied calmly.  He picked up the phone on his desk.  "Get me the airfield!"  

"What is it?" Baloo gasped, stumbling out the door and into the evening cool after Kit.

The boy stared upwards, binoculars in hand.  "I dunno, Papa Bear!  It's the pirates - the Iron Vulture!  They got past the cliff guns somehow!"

"Impossible!" Baloo insisted, grabbing the binoculars.  "Damn - yer right L'il Britches!  It's Karnage all right... Looks like ol' Khanny's sendin' his entire fleet up there after 'im!"

"D'you - will they be able to stop him, Baloo?" Kit whispered, a sinking feeling in the pit of his stomach.  The sight of the Iron Vulture filled him with a terrible foreboding.  Involuntarily he nuzzled against the big bear.

Baloo felt the trembling cub next to him and absently wrapped an arm around him.  "Khan's pilots are aces, Kiddo - they'll cut that fool pirate to shreds, you watch."

"Hee hee!  How you do like them mangoes, Citizens?" Karnage shouted gleefully as the airship sailed through the cliffs and over Cape Suzette harbor.  A scruffy pirate in a flap-eared hat whispered unintelligibly in his ear.  "What?" Karnage bellowed.  "They think to stop me with their puny-type planes?"

A volley of machine gun fire cut through the beak, causing Karnage and the other ruffians to scurry for cover.  Karnage seethed, his paws balled into fists.  He jumped onto the lightning gun and tossed Ratchet to the deck.  "Off!  Off, off - now!" he snarled.  He aimed the lightning gun and fired shot after shot into the swarm of oncoming planes.  "Take that!  And that! and even _that_!!" he howled.

Explosions lit the sky, and soon a forest of parachutes slowly descended towards the harbor as the lightning gun decimated the fleet of planes.

"My gosh!" Kit whispered, binoculars in hand.  Wildcat had joined them on the dock and all three of them stared skyward as Shere Khan's elite pilot corps was slowly cut to ribbons.  "They've got some kind of... weapon!  The fighters don't stand a chance!"

The remainder of Khan's fleet retreated, knowing full well that they were hopelessly outgunned.  Karnage calmly stepped down for the controls of the lightning gun.  "Now then, where was I?" he mused, picking up a microphone.  "Ah, yes...  Attention!  Attention!  Hallo, wonderful people of Cape Suzette!  Allow me to introduce myself...  A man who needs _no_ introduction...  The plundering wonder, Don Karnage!"

From his office, Shere Khan listened impassively.  His claws shot out from his paw, and he dragged them across his desk, sending curls of wood snaking into the air.

"For years I have tried to visit your fair city..." Karnage continued, "But you have always _shooted_ at me!  Ahem.  However, now that I am here - You will hand over all of your money and valuable knickety-knacks to me!  Okie-dokie?"  He listened for a moment, hand at his ear and a small grin on his face.  "I do no' hear a yesss...."

"We shall have to soften them up a bit!" he grinned.  "Barbecue a few more buildings, Ratchet!"  The dog complied, and the terrible reign of destruction continued, as building and bridges were turned to piles of rubble in seconds.

"Baloo - we gotta do something!" Kit whispered as the big bear dragged him inside and pulled him under the stairs.  Wildcat followed and the three of them cowered there as explosions filled the night sky.

"Do somethin'?  Do what, Kit?  You saw what those pirates did to Khan's planes!  They wiped out a whole fleet!  What can _we_ do?"

"Roast marshmallows?" Wildcat asked helpfully.

"I know..." Kit sighed.  "But you heard him!  He's gonna destroy the whole city!  An' it's my fault..."

"Naw!" Baloo said reassuringly.  "If anythin', yer little caper delayed 'em a couple days.  Ain't nothin' we can do now, 'cept wait an' hope, L'il Britches.  That weapon up there eats planes, an' I don't wanna be dessert!"

From his office, Shere Khan watched the devastation going on in the city around him with growing apprehension.  Clearly, this would not do - not only was the city - _his_ city - being smashed to bits, if word ever escaped about the real source of Karnage's weapon, Khan himself would be blamed.  His reputation, at the very least, would be tarnished, and at worst he could be forced to pay for damages...

"What are we going to do?" Dr. Debolt gasped as he watched the lightning gun rip through another building.

"Cut our losses." Khan hissed, picking up the phone.  "Yes - radio to Don Karnage, aboard that - thing.  Inform him that I wish to meet him on the roof in five minutes.  Tell him it's to discuss terms..."

"The explosions have stopped..." Wildcat said softly, as he and the two bears sheltered under the desk at Baloo's Air Service.

Kit was wracked with despair as he leaned his head on Baloo's shoulder.  "Maybe they're reloading, or something..." he whispered.  "Oh Baloo - this is terrible!  I used to help him, work for him... How could I?  I don't deserve to be your partner-"

"Hush, Kit!" Baloo scolded.  "That's all over now, I tol' ya a hundred times.  Yer a good kid - I know ya are!  We're partners an' that's that."

"Ya seem nice to me!" Wildcat grinned.

"But Baloo-"

"But nuthin'!" Baloo said firmly.  "The past is the past, I don't wanna hear no more about it!  Somebody'll find a way to stop Karnage, I know they will.  And if he tries to hurt you - well... he'll have to go through me first!  And that won't be easy, I promise..." he said menacingly.

Kit was baffled.  He'd never seen anyone behave like the grey bear.  "Why?  Why are you doing this?  Why do you care about me anyways?"

"Because yer a good kid." Baloo said challengingly.  "An' anybody who says different is gonna be sorry!"

"Still no explosions..." Wildcat said hopefully.

"Well well, if it is not the biggest-type fish in the Cape Suzette sea!" Don Karnage said derisively as he stood on the roof of Khan Tower, a dozen yards or so from Shere Khan himself.  Each was flanked by several armed associates, and the Iron Vulture hovered overhead.  "What is it, you financiering fool?  I am wasting valuable pillaging time..."

"I propose a deal, Karnage."  the tiger said coolly.  "One that will serve both our best interests."

"I do no' see that you are in a position to discuss a deal, my stripe-ed friend!" the red wolf sneered.  "When it comes to the cards, I am the one who is doing all of the holding, yes?"

"So it may appear, my good Sir." Khan purred.  "However, a thorough review of the facts would seem to indicate otherwise.  Indeed, you have the upper hand as of this moment.  However, you have seen only a tiny portion of what Khan Enterprises has to offer.  I have hundreds of planes, all over the south Pacific.  They have been summoned and are on their way here even as we speak.  You may shoot down a good many of them Sir, but there are limits even to the technology you have - acquired - from me.  Sooner or later you will be overwhelmed."

"You are bluffing, my feline friend!" Karnage growled, a little tentatively.

"I do not _bluff_, Mr. Karnage.  And if that were not enough, I have my very best scientists at work even now developing a response to the weapon in your possession.  The same scientists who developed the weapon itself.  They will have several options shortly, I am certain.  Again, only a matter of time."

"Then I say, be taking your best shot, yes-no?" the wolf sneered.  "If all this is true why are you doing the negotiating with me?"

Khan looked at the pirate with disdain.  "Because you are indeed in a position of strength - at this moment.  Because I would prefer this matter settled sooner rather than later - for several reasons.  I am certain you are aware, Sir, that Khan industries is worth several billion dollars.  I might perhaps be persuaded to - purchase - the lightning gun back from you, in addition to certain other concessions.  It is either that, or you see how much you can stuff in you pockets before your weapon is destroyed and you flee the city in flames.  I think my way is better, wouldn't you agree?"

"Why, stripe-ed one?  Why should I trust you - and why should you want such a deal?"

"Why indeed?  I always keep my promises, Mr. Karnage - and I never go back on a deal.  Besides..." the tiger said, almost whimsically, "In this instance I believe that I could pay cash.  And, given the extensive nature of the damage you have already caused, someone will need to be contracted to rebuild, will they not?  Someone, perhaps, who holds monopolies on all of the constructions and building materials companies in Cape Suzette?"

Karnage smiled in spite of himself, beginning to wonder which man on that roof was the real pirate.  "You have captured my attention, Mr. Khan.  Now then - as they say, wine and dine me - sweep me off my feet, yes?  Excellamundo!"

"Indeed.  Before we begin, Dear Sir, let me make one thing clear - As I told you, I never go back on a deal.  However, any deal that is broken by the other party, well... That's no longer an agreement then , is it?  I dislike broken deals, Mr. Karnage.  They make me angry.  I am not a good man to anger, my friend.  Am I making myself clear?"

"Clear as the freezing-type ice, my feline friend." Karnage hissed.  The two men strode closer to each other, each wearing an expression hard as diamonds on their faces.

"Baloo!" Kit scolded, checking his pocketwatch.  "If we stop at Louie's we're gonna be late delivering the canned peas to Port Leseur!  It's the first delivery we've had in a week!"

The yellow seaplane began to descend towards the small, palm-dotted isle that housed Louie's Place.  "Aw, take it easy L'il Britches.  A little delay never hurt anybody.  Besides, I need to get me a good breakfast in the mornin' ta face the day!"

"Breakfast?  It's almost noon!"

"Kin I help it if I overslept?" the pilot yawned.  "Besides, flyin's a lot harder what with all those pirate attacks around here the last few weeks."

"Yeah...  Ever since that business in Cape Suzette, the air pirates just seem - _bolder_, somehow..."

"Yeah well, least they ain't pounding the stuffin' out of Cape Suzette.  Be grateful fer small favors, I say."

"Well, here we are." the boy sighed as Baloo made his final approach to Louie's.  "I sure hope you know what you're doing, Baloo..."

"Aw, Kid!  Ya gotta learn ta relax, loosen up.  Have fun!  All you worry about is workin', responsibilities.  You gotta learn my secret o' relaxation..."

"No way to run an airline!" Kit said softly.  

"Whaddaya mean, I don't get paid?!?" Baloo bellowed.  "I got a contract right here, fella!"

"Yes, Mr. Baloo." the shipping clerk, a large spotted jackal with a clipboard, said patiently.  "But if you'll read your contract, you'll see that it states clearly that your responsibility is to deliver forty crates of canned peas to our location by three P.M., November 22, 1937.  You have not done that, Mr. Baloo - it's currently five P.M..  Clause six states that if you do not complete your delivery by the specified time your payment is forfeit!"

"Tol' ya!" Kit scolded.

"Lemmee see that!" Baloo growled, grabbing the contract.  "Clause six, clause six...  You sneaky son of a - you guys planted that clause to trip me up!  I delivered the goods, I should get paid!  I got held up, is all - it was... air pirates, I tell ya!"

"I'm very sorry, but that clause is standard in all of our shipping contracts.  Perhaps the next time you'll make certain to deliver on time?"

The grey bear glowered at the clerk for a moment, looking as though he were contemplating physical violence.  Finally, he grabbed Kit's paw and led him to the cockpit.  "C'mon, Kid - let's get outta here.  Last time I deal with these crooks!"

"I'm sorry, Baloo." the cub said softly, strapping into his chair.  "But I warned ya that stop at Louie's-"

"All right, all right, don't rub it in!" Baloo growled.  "Don't gloat Kiddo.  Nobody likes a gloater..."

"Sorry." Kit mumbled.  "Do - do you have any more deals lined up, Papa Bear?"

"Don't you worry, L'il Britches.  Ol' Baloo's the best pilot in these skies - ever'body knows that.  They'll line up from here ta Thembria ta hire me, I just gotta decide which jobs ta take, that's all.  Don't you worry."

"I sure hope so..." Kit whispered, staring out the window.

"So then I put 'er into a reverse Immelman, flew straight into the waterfall and all three o' the pirates crashed into the mountain!  Even gave the Sea Duck a free wash in the process.  How'z that fer a story, Kiddo?"

"Pretty amazing, Papa Bear!" Kit laughed.  He wasn't sure if half the stories the grey bear told were true, but even half would still make him the best pilot Kit had ever seen.  "I sure hope I can learn to fly like you someday."

"Hey - with me teachin' ya, yer gonna be an ace!" Baloo grinned.  "Besides, yer already the best danged navigator I ever seen.  Fer a kid yer age, that ain't bad!"

"Thanks!" Kit beamed, as ever feeling a little thrill when the big bear praised him.  He stared out the window for a few moments, taking note of the large fluffy cumulonimbus clouds gathering outside the plane.  He decided it was time for an admission.  "Papa Bear - um, there's something I haven't told ya..."

"What's that Pardner?" Baloo asked, curious about the hesitant tone in the cub's voice.

"Well - you remember that first time we met, at Louie's?  How I kinda... flew in and landed on top of you?"

"Heh heh!  Not like I'm gonna fergit an entrance like that!  What about it, Kiddo?"

Kit reached under his sweater and pulled out his airfoil.  "Well, I was riding on this, maybe you noticed-"

"Yeah, I guess so.  I been meanin' ta ask ya what that was, Kid, but I figgered - well, it's yer business, you'll tell me when yer ready."

Kit swallowed hard.  "Well, I think it'd be easier to show you than tell you... Ya got any rope, Baloo?"

The pilot frowned.  "Yeah, winch in back, by the tail.  Why, Kit?"

The boy smiled sheepishly.  "I don't think you'd believe me if I told you...  Open the cargo hatch and I'll demonstrate what this board does."

"The cargo hatch?!?"  Baloo was completely baffled.  "Kid, I-"

"Trust me." the cub said, staring directly into Baloo's eyes.  "Please?"

Baloo stared thoughtfully.  The boy _had_ earned a little trust, he supposed.  He opened the cargo hatch, an uneasy feeling in his stomach.  "OK, L'il Britches, but I still-"

"Thanks Papa Bear!" Kit grinned, cuffing the bear's neck.  "Just fly straight on and don't worry, OK?  I know what I'm doing!"

"What?  Kid-" Baloo started, but the boy had already darted back into the cargo hold.  Baloo watched over his shoulder as he grabbed the end of the tow rope and tied it into a loop.  With a cheerful wave at the pilot he bounced twice, slid the air foil under his feet and was out the back of the plane, floating in midair.

"Kid!"  Baloo shouted, momentarily panicked.  He put the autopilot on and dashed to the hatch, but to his amazement the boy seemed in no distress - he was scudding along the top of the clouds, sending great plumes of vapor flying in his wake.

The boy grinned a mile wide and waved at Baloo, who stared, mouth agape.  "Wa-HOO!" Kit shouted, an exclamation that sounded as close to pure joy as anything Baloo had ever heard in his thrity-seven years.

"Where'd he learn that?" Baloo whispered to no one in particular as he stared at the unbelievable spectacle before him.  Kit continued to gleefully skim the tops of the clouds, arcing left, than right with seemingly little effort, the wind whipping through his fur.  After a few moments he gave a tugging signal to Baloo, and the pilot snapped out of his daze and began turning the winch that retracted the tow rope.

As soon as the cub was safely in the hold Baloo picked him up and squeezed him tightly.  "Kid, I - I can't believe it!  Yer crazy!  How could you do that without warnin' me first?"

"If I'd told you, would you have let me do it?" Kit grinned sheepishly.

Baloo set the boy down and walked slowly back to the cockpit, shaking his head.  "Can't say's I would've, Kit, but still - that can't be safe!  Where in the world did ya learn how to do that?"

"It's safe, I promise!" Kit puffed, breathing heavily as he strapped into his seat.  "I've just always known, Baloo - even I'm not sure how.  But that's how I escaped from the pirates."

"Ain't never seen anythin' like it..." Baloo mumbled.

"Told ya you wouldn't believe me!" Kit grinned.  "Baloo, I promise you, it's safe - I know what I'm doing."

"Kiddo, I just dunno - all that's holdin' ya up is that rope, I just dunno..."

"Papa Bear!" Kit said earnestly.  "Y'know how you feel, when you do a reverse Immelman, and lose a bunch of pirates?  Or a pretzel twist, or any of the amazing things you've done?  Well, I don't know what that feels like, not exactly.  But I have an idea...  Baloo - that's how I feel, when I cloudsurf!  It really means something to me, it's part of who I am, somehow.  Do you understand?"

Baloo shook his head slowly and stared over at the strange cub sitting next to him, wondering what he'd gotten himself into.  There seemed to be a new surprise every day with him.  "I dunno, L'il Britches - You sure are somethin' else..."

"So that's when we jumped across the lake of alligators and onto the plane, and within a few moments we were off the island and escaped the pirates.  The end." 

"Very nice Kit." Mrs. Pomdreck nodded approvingly, as the class applauded.  "I'm very impressed with your imagination.  I think your essay reflects a bright future for you in my English class.  But in future, I'd like you to try writing about something from your real life, all right?"

"Uh, right Mrs. Pomdreck." Kit said sheepishly, taking his seat.  

After the bell, a young hyena from Kit's class caught up with him in the hallway.  "Hey, I liked your story - it was really neat!" the boy said.

"Thanks!" Kit grinned.

"I'm Ernie, by the way." the boy said, extending his paw.

"Kit Cloudkicker.  I'm kinda new around here, I don't know too many people.  Seems like a nice school-"

"It's OK, I guess." Ernie said dissmissively.  "How do you think that stuff up?  It's like one of those Saturday serials down at the paragon!"

"Uh - that was all true, Ernie!" Kit smiled slyly.  "My... the guy I live with is a pilot, so we see a lot of action - pirates, y'know.  But I didn't wanna tell Mrs. Pomdreck that, she'd never believe me."

"_That_ was real?" Ernie scowled.  "C'mon Kit... really?"

"Really!  It happened, I can show you our plane and stuff sometime, if you want."

"That'd be neat!" the other boy grinned.  "Say Kit - you know, we've got a little club, some friends and I - well, I'm the president actually.  The Jungle Aces Secret Midnight Club!  All you have to do to join is have an adventure - and if that story of yours is true, I think that qualifies!  You wanna join?"

"Sure - that'd be great!" Kit smiled, pleased to have found a new friend.

"Great!  We're goin' over to the malt shop now, if you wanna come."

The cub glanced at his pocketwatch.  "Sorry - I can't right now, I have to work.  Maybe next time?"

"Work?  You have a job?"

"Sure!" Kit grinned, thoroughly enjoying himself.  "I'm Baloo's navigator - that's the guy I live with.  We've got a flight this afternoon."

"Wow!" Ernie gasped.  "Some kind of top-secret mission?"

Kit laughed and clapped the boy on the back.  "Naw - delivering lamps, I think!"

"Oh." Ernie replied, sounding a little disappointed.  "Well, I'll tell you all about the club an'. everything tomorrow, OK?"

"OK great, see you later!" Kit grinned, and started back for home.  He'd had his reservations about starting school, hanging around kids all day - he hadn't done that since he was nine years old... But this school wasn't as bad as the orphanage, and he'd even made a friend now, joined a club.  Cape Suzette was starting to feel like... well, no place he'd ever been.  He could get used to it, that was for sure.

"Put on that ol' boggie-woogie tune o' mine, willya, L'il Britches?" Baloo called, tossing the pile of dirty dishes into the sink, knowing full well that Kit would wash them before they piled up too high.  The boy never complained, and Baloo was never much for housework.

"Sure thing Papa Bear!" Kit replied, heading over to the gramophone and sliding Baloo's favorite tune onto the turnstile.  He jumped as Baloo grabbed him from behind, tickling him under the chin, a weakness the pilot had discovered not long after Kit had joined him.  "Stop!" Kit screeched, doubling over in laughter.

"Gotcha!" Baloo laughed, tossing the cub into the air and catching him.  He fell back into his easy chair and set the boy down next to him.  "Not such a tough guy now, huh?"

"You _know_ I hate that!" Kit said irritably, punching the pilot in his ample gut.

"Oof!  Get the number of that bus, Pardner?" Baloo laughed, holding his belly in mock agony.  Kit settled in next to him, resting his head on the grey bear's shoulder. He loved this part of the day best - just sitting next to Baloo, after dinner, neither saying much of anything.  For Kit, the comforting closeness of the big bear was more than enough.

Kit snuggled closer to the pilot, feeling happier than he could ever remember.  "I love this." he smiled sleepily.

Baloo grinned amicably down at him.  "What's that, Pardner?"

The boy blushed furiously.  "Nothing, never mind." he whispered.

"Me too." Baloo chuckled.

"Don't forget my parents night assembly tomorrow, Baloo - I'm reading my essay to the whole school, remember?  The teacher said it was the best one in all of her classes."

"Oh yeah, Tuesday, right?"

"Tomorrow _is_ Tuesday!" Kit replied.  "I have to be there at six-thirty, OK Papa Bear?"

"Sure Kid, six-thirty Tuesday, gotcha." Baloo yawned.  "No problem..."

"Oh Baloo, I almost forgot, there were two phone calls today while you were out.  They both sounded like pretty good shipping contracts, I took down all the information.  One of them was some outfit called 'Fandango Mango', a delivery for June 5th-"

"My schedule's pretty full right now, Kid.  I dunno if I kin fit any more customers in..."

"Baloo!" Kit said, a hint of worry creeping into his voice.  "You've hardly delivered anything this last month - how are you gonna pay the bills?  What about the bank?"

"You let me handle that stuff, L'il Britches." Baloo said confidently.  "I'm the grown-up here, not you.  I think I know how ta run my own business-"

"I hope!"  Kit seethed a little, as he always did when Baloo dismissed him.  "I just think it's a bad idea to turn away work-"

"Work work work!" Baloo grumbled.  "That's all you think about.  Flyin's what it's all about, Kiddo.  Just remember that."

"As long as you've got your plane..." Kit whispered.  He pushed those thoughts out of his head, not wanting to spoil the euphoria he'd felt a few moments earlier.  He yawned and rested his head contentedly on Baloo's chest, and the big bear grinned and scratched his ears.  Within a few moments bear and cub were asleep.

"Where _is_ he?" Kit said to no one, looking at his watch nervously.  "It's after six... where could he be?"  He sat at the table and rested his chin in his hands, listening desperately for the telltale sound of the Sea Duck's engines as it approached for a landing.  Nothing.

Finally, at six-fifteen, he pounded his paw on the table angrily.  "Papa Bear - where _are_ you?" he shouted at the empty room.  Should he go to the assembly?  Was Baloo hurt, had there been an accident?  He'd get in trouble if he didn't go to the assembly...  "How could he?  Where is he?" the cub whispered.

He could wait no longer - he had no money for a cab, he'd have to ride his bike... Ride his bike wearing his suit.  To go to parents night, with no parent.  "Where are you?" he whispered softly, heading out the door.

The parent's night assembly passed in a blur in Kit's mind.  Except for the questions about why he was alone - where were his folks?  A few judicious lies stopped the questions, but Kit couldn't miss the thinly veiled looks of pity in the eyes of the other parents, or the whispers and glances in his direction.

Even reading the essay to the assembly was a blur in his memory.  He'd read the words off of the paper in front of him, but they were meaningless to him.  All he felt was nervousness and hollow disappointment as he looked out over the impassive faces staring up at him, and eagerness for the night to be over.  Just be over.

He rode his bicycle home in the dark, staring straight ahead, trying not to think about what he'd say when he got home.  He pulled up at Baloo's Air Service, where the Sea Duck was docked in it's normal spot.  He stashed his bike behind Wildcat's workshop and headed inside.

"Kit!" Baloo exclaimed when he appeared through the door.  "Where the heck were ya?  I was startin' ta get worried!"

Kit stared back at him, mouth slightly agape.  He turned away and discreetly wiped away a tear.  "I was at my assembly.  Where were you?"

"The assembly?  That's Tuesday!"

"Today is Tuesday." the cub said quietly without looking at Baloo as he sat at the table.

The pilot scowled.  "Oops!  Sorry about that Pardner - I got my signals crossed, there was a real jumpin' crowd at Louie's, figgered you'd be OK... Forgot about your assembly.  Sorry Kiddo!"

"That's OK. " the boy said huskily, staring at the wall.

"What was that assembly for, again?"

"Parents night." Kit whispered.

Baloo's jaw dropped for a moment.  "Aw, that's... - I'm real sorry Kit."  He sat next to the cub and set a paw on his shoulder gently.  "How'd ya get home an' all?"

"Rode my bike."

"In the dark?" the pilot frowned.

"I didn't have money for a cab." Kit replied, a hint of anger creeping into his voice.  He choked back a tear and stared balefully at the wall, determined not to meet the pilot's gaze.

"I - I - " Baloo stammered.

"I tol' ya I'm fine!" Kit snapped, trying to come to grips with his feelings.  He'd come to rely too much on the grey bear - it was obvious to him now.  He wouldn't have thought Baloo could ever be so insensitive to something he cared about, but the facts were the facts.  It was his own fault for not seeing it sooner.  He'd looked forward for days to meeting Baloo's eyes as he looked out over the audience, seeing the big bear smile and wink at him...

"OK." Baloo whispered, staring down at his feet.  "Say Kid -howzabout we go fishin' tomorrow, you an' me?  We can fly over ta Veronica Lake, I'll even let you steer-"

"It's a school day." Kit hissed, hurt more by the pilot's last offer than by anything else in this long night.  A sob escaped his chest, then another.  "It's a school day, I can't miss school..."

Baloo shrank back, withdrew his hand from the boy's shoulder as if it were burning hot.  "Whatever you say... L'il Britches." he whispered.  He stood and walked slowly up the stairs, glancing furtively back at the table, where the cub sat, partially hunched over.  The pilot walked into the bedroom and Kit sat up and wiped his eyes.  He looked around the room, but he was alone.

"_Sold_ it?  Whaddaya mean sold it?" Baloo yelled into the phone.  "You didn't send nobody, I never-"

"Mr. Baloo, we sent you several notices." Jules Kroner's voice droned at the other end of the line.  "If you'll look at your statement of August 25, 1938, labeled 'Final Warning'-"

"But - but... How?  Dontcha have to send somebody out, like before?  I-"

"Mr. Baloo, as I recall you were explicitly told that in future we would not extend you the same courtesies that we did the last time.  You have missed three consecutive payments, and your last statement indicated that if we had not received your payment in the sum of two thousand dollars by September 1st we would put your deed up for sale.  That is exactly what we did, and it has been sold.  I'm sorry."

"But... but... I gotta kid - responsibilities!  How..."

"I'm sorry.  We have given you every opportunity, Sir.  The new owner is a Mr. Stern - he holds the deed to both the airplane and the buildings.  I would imagine he will be contacting you shortly.  Now, I believe that I have no further business with you.  Good day, Sir."

"Wait!  Hello?" Baloo called desperately, but there was only silence on the line.  He dropped the receiver to the desk with a thud and collapsed into his easy chair.  He glanced up sharply as the door opened and Kit walked in.

"Hey Papa Bear!" the boy said cheerily.  "Wildcat an' I finished tuning up the port engine, he's showin' me how - what's wrong?" he asked worriedly, seeing Baloo's expression.

"Aw, Kid..." the pilot whispered.  "Kid, I - I - "

"What is it?" Kit gasped, walking over to the chair.  "What's wrong, Papa Bear?"

The big grey bear pulled the cub onto his lap and looked away.  "Kit, I - they sold the business, Kid.  And the plane."

"What?!?"

"The bank, L'il Britches!  I guess I missed a few payments, an' after last time-"

"I can't believe it!" Kit gasped.  "Why - why didn't you tell me Baloo?  Why didn't you let me know things were that bad?"

Baloo laughed bitterly.  "I guess I didn't know they was, Kit.  I missed payments before, didn't think it was that big a deal... I didn't... didn't even read the statements, L'il Britches.  It's my fault, I screwed up!"

Kit wrung his hands anxiously, his secure world collapsing under him.  "Maybe it won't be that bad..." he whispered hopefully.  "Oh Baloo - your plane!  I'm sorry..."

"Naw, _I'm_ sorry Kit!" Baloo hissed angrily.  "I got nobody to blame but myself fer this...  The new owner's some guy named Stern, I guess he's gonna contact us..."

"Well - maybe he needs a pilot?  Maybe he'll let you fly for him..."

"Maybe." Baloo sighed, pummeling himself mentally.  ~How could you do this - it ain't just yer life yer screwin' up now!  Ain't you ever learned nothin'?~

"It'll be OK." Kit said softly, wrapping his arms around Baloo tightly.  "We'll be fine..."

"Sure Kiddo." Baloo whispered.  "It'll be fine..."

Kit and Baloo both wore morose faces as they sat at the table at Baloo's Air Service.  Baloo drummed his fingers on the table nervously, and Kit glanced at his watch.  "Wonder what this new owner's gonna be like..." he said anxiously.

"Dunno L'il Britches." Baloo replied.  "I'll betcha he don't give a darn about flyin', though - prob'ly some snot-nosed businessman who only cares about makin' money."

"You don't know that..." Kit said dubiously.

Wildcat strolled into the office, greasy rag in hand, his visage bearing no visible trace of anxiety.  "Hey guys!  The new owner here yet?"

"Naw, he said two o'clock, Wildcat.  Should be here any minute." Baloo replied glumly.  "May as well stick around."

As if on cue, there was a knock on the door.  Wildcat pulled it open to reveal a well dressed leopard with a briefcase.  "Hey, Man!" the mechanic said cheerfully.

"Hello.  Are you Mr. Baloo?" the leopard said dubiously.

"I'm Baloo." the pilot called, rising from the table with a sigh and extending his hand.  "Pleasure to meet ya."

"Cosmo Stern." the leopard said, unsmiling.  "Has the bank informed you of my purchase of your assets?"

"Yessir.  They called me a few hours ago."

"Very good." Stern nodded, looking about the room appraisingly.  "Not much of a space here, but I suppose it'll do for an office.  What's upstairs?"

"Oh, uh, that's the bedroom.  Me an Kit live here y'see-"

"Indeed." the big cat said dubiously. "The bank said that you had two employees, Mr. Baloo?"

Baloo frowned.  "Yeah - this is Wildcat, he's our mechanic.  Wildcat, Cosmo Stern, the new boss."

"Hiya!" Wildcat grinned, sticking out a greasy paw.

"Mr. Wildcat." Stern nodded, casting a look at the mechanic's hand.  "I'll pass on the handshake, under the circumstances."

Kit had risen and stood next to the grey bear.  "And this is Kit Cloudkicker."

"Your son?"

Baloo coughed.  "Er - that is... I kinda look after the boy, he don't have any folks.  But he's also my navigator-"

"Navigator?" Stern laughed.

"That's right!  Darn good one too!" Baloo said defensively.

Stern shook his head vigorously.  "Mr. Baloo, I'll get right to the point - I'm obviously going to need a pilot, and since you're already here I'm prepared to keep you on for that purpose rather than go to the trouble and expense of finding a new one.  Are you interested?"

"Sure - I guess." Baloo sighed.  "Least I'll still get to fly my baby..."

"And Mr. Wildcat - I don't see any reason to bring on a new mechanic - you know the plane already, and antiques like that are notoriously temperamental.  Pending your work being satisfactory I'm prepared to keep you on as well."

"You don't hafta worry about Wildcat's 'work', Mr. Stern." Baloo said irritably.  "He's the best mechanic in Cape Suzette, you'll find out-"

"Baloo!" Kit hissed.

"Yeah sure, like I'll stick around." Wildcat smiled.  "Where am I gonna go, anyways?"

"Fine, fine.  So that's settled.  But this business about the boy being the 'navigator'-"

"His name's Kit Cloudkicker!" Baloo interrupted.

"Yes."  Stern frowned at Baloo, then at Kit.  "In any case, I'm sure there's some sentimental value to this arrangement, but I will not have a child on board my plane for official business.  Do you have any idea what effect that would have on insurance rates?"

"Wait - you can't!" Kit pleaded.

"I'm sorry, but this is an air cargo service, not a day care.  The child is officially barred from all flights.  Most cargo firms don't have a navigator at all and I don't see that this one should be any different."

"Papa Bear, do something!" the cub whispered, grabbing the pilot's arm.  "Please!"

"Now see here Cosmo-"

"Mr. Stern."

Baloo sighed.  "Mr. Stern.  You gotta understand, Kit 'n I - we're a team!  He's a good navigator, Mr. Stern.  He helps me a million ways til' Tuesday - I need him up there!"

"I'm sorry.  On top of everything else we'd be a laughing stock in the industry."

"Nobody laughs!" Kit said indignantly.  "Not more than once anyways!"

"Mr. Stern - we're a team, like I said.  If Kit don't fly I don't either!"

"Well - in that case, I guess I'd better start looking for a new pilot then, hadn't I?"

Kit grabbed Baloo by the arm.  "It's OK.  We'll do it this way, Papa Bear.  I don't hafta fly, it's not that important."

"But Kid!" Baloo protested.  "We're a team, you and me!  If yer grounded-"

"That's the way it's gotta be." the cub sighed.  

"And there's one more thing." Stern said, walking over to the desk.  "I presume from your earlier remarks that you and the child live here.  As I have no specific plans for the upstairs area I'm prepared to allow you to stay on, but you'll have to start paying rent of course."

"Rent?" Baloo shouted indignantly.  "Ta live in my own place?"

"It's my place now." Stern said calmly, sweeping a load of papers into the wastebasket.  "I'm sorry if this all seems a bit harsh to you, but you must understand that this business has consistently lost money for years.  I'm only doing what must be done to turn it around and that will be to all of our benefits.  Now Mr. Wildcat - perhaps you'd like to give me a tour of the maintenance facilities?"

"What's that, Man?"

"The workshop." Kit said softly.

"Oh!  Yeah sure, Mr. Stern, you just follow me, I'll show you all my gizmos and doo-hickeys and maybe even the thingamajigs."  The mechanic led the new owner outside, leaving the bear and the cub alone.

"What a sweetheart." Baloo said sarcastically.

"I can't believe it!  I'm not gonna be able to fly..."

"Dangit Kit, that ain't fair!  Mebbe I oughtta just tell that guy where he can stick his lousy job!"

"Baloo - you can't." Kit sighed, sinking into the easy chair.  "If you quit, you'll never be able to fly the Duck again."

The pilot snatched his cap off his head and twisted it in his hands.  "Don't you worry, Kiddo.  I'll figger out a way to get you in the air again.  And I'll figger out a way ta buy back the Duck back too."

"I know you will." Kit said glumly, not sounding as though he believed it.  "We'll be OK."  It was amazing - his entire world had fallen apart in one day.  He couldn't even imagine not being able to fly...

Kit cleared the dishes off of the table and carried them to the sink.  The last week had been the longest he could remember.  Every time he watched the Sea Duck take off, leaving him behind, he thought he'd break down.  The first time had been the worst, knowing that there'd be no flight for him tomorrow, or next week.  Who knew when -or if- he'd fly again?  

The worst part, though, was that he found himself feeling angry and bitter towards Baloo - why couldn't the pilot have just kept up on his loan payments, taken all the businesss he could have had instead of lying around on his duff?  He hated Baloo for screwing up his happiness, and he hated himself for hating Baloo.

The strain between them was obvious, but neither wanted to talk much about it.  Baloo had reasons enough to be depressed, and Kit wasn't going to heap any more on top of them.  Baloo, as was his wont after dinner lately, sat in his easy chair, eyes closed.  He'd been staying there without speaking until bedtime.

Kit watched him for a moment, then walked over to the gramophone and set Baloo's favorite tune on the turnstile.  The boogie-woogie strains begin to fill the room, but Baloo didn't open his eyes.  "I ain't much in the mood for music L'il Britches." he said irritably.  "Go ahead and turn it off, OK?"

"OK Papa Bear." Kit sighed, complying.  He stared at the grey bear, who sat impassively, not returning his gaze.  All of a sudden Kit didn't care about flying any more.  Impulsively, he walked over and climbed into the chair, throwing his arms around the pilot tightly.

"What's that for?" Baloo asked, surprised.

"Just cause you're my pal." Kit grinned up at him.  He rested his head on Baloo's chest and sighed.

"Yer the best, Kiddo." Baloo said quietly.  

"I miss you..." Kit whispered.

Baloo patted the cub's back silently.  "I'll get ya back on the Sea Duck somehow, L'il Britches.  I'll find some way..."

"I know."

Kit sat on Wildcat's workbench, silently watching the mechanic tinker with an old radio set.  It wasn't that he didn't enjoy the mechanic's company - the lion had never been anything less than kind to Kit, and had never treated him as anything less than an equal, unlike most adults in the boy's experience, even Baloo.  He was learning more about aircraft design and mechanics than he'd ever known before.  But it wasn't where he wanted to be.

That being said, it was better than the alternative.  He certainly wasn't going to hang around the office all day - Cosmo Stern was not what Kit would call good company, and he seemed to view the boy's daily presence at his place of business as an annoying intrusion.  So Kit's days were mostly spent in the company of Wildcat, absently watching him tinker and toil at his various tasks, and waiting for Baloo to arrive back from his deliveries, which were becoming more frequent as the days went by.  Kit had to at least give Stern that much credit.  He found himself almost looking forward to school starting in a few days.

"See, Kit?" Wildcat said, seemingly glad to have a protege in his workshop for a change.  "The defragulator's all jinked up.  That causes all the static on the lower frequencies.  So you gotta tie off the illioscope, and patch it through the Gibson inputs.  Pretty neat, huh?"

"Yup!" Kit grinned.  Wildcat's world seemed so simple, so predicable.  Did the lion see it that way, the cub wondered?  The familiar drone of the Sea Duck's engines filled his ears, and he checked his watch.  "Oh boy - he's late again!" he said worriedly.

"Know how he can fix that?  Get back earlier!" Wildcat added helpfully.

Kit walked out onto the dock just as Baloo brought the plane to a stop.  As soon as the pilot jumped down to the wooden planking Kit ran to him and leapt into his arms.  It was the only truly enjoyable part of the day, lately.  "Hey Papa Bear!" he beamed.

"Hey Kiddo!" Baloo smiled wearily.  "Howz tricks?"

"I missed you today."

"Me too Kiddo, me too." Baloo sighed, setting the boy down gently on the dock.

"You're late again Baloo.  Mr. Stern's not gonna be too happy-"

"I know Kid.  How the heck am I gonna be on time without my navigator to plot the fastest course?"  To Kit's surprise Baloo winked at him.  They walked to the main building and Baloo opened the door, taking a step inside.

"You're late again, Baloo!" Stern hissed.  "What do you have to say for yourself?"

"Better wait outside, L'il Britches." Baloo sighed, gently shoving Kit out the door and closing it behind him.  The boy walked over to the dock and sat glumly, chin in hands.

From inside the building he could hear Stern's occasional shouts, although he couldn't make out what the leopard was saying.  This continued for several minutes as the cub sat, absently tossing stones into the water and seething with anger.  "Who the heck are you to treat my friend that way?" he muttered angrily.  "Big jerk..."

Finally Baloo emerged from the building and slowly walked over to where Kit sat, clenching and unclenching his fists.  "You OK, Papa Bear?" Kit asked in concern.

"I'm fine, Britches.  That guy's just a big bag o' hot wind, that's all."

"Don't let him get to you.  He's not worth it.  He doesn't deserve to even be in the same room as you-"

"Yer right Kiddo - he ain't worth it.  But I got a little plan to get you back in the air, Kid, and I'm settin' ol' Sterny up like a bowlin' pin!" Baloo chuckled.

"What kind of plan?" Kit asked warily.

"Look - I'm just gonna keep comin' back late, see? And I'm gonna tell 'im that it's cause I don't have my navigator.  I can't chart the course _and_ fly without losin' time, right?  I gotta have my navigator and that'll fix the problem!"

"Baloo, I don't know..."

"Wait Kiddo - it gets even better!" Baloo grinned.  "He already said cargo firms don't have navigators, right?  And he ain't gonna wanna pay fer one.  So, I tell him we already got a great navigator right here, and he'll work fer free!  It can't miss, Kiddo!"

"He gets so mad when you're late, Papa Bear - I dunno if it's a good idea-"

"Hey - I can take a few minutes o' gettin' yelled at if it'll get me my navigator back.  Trust me Kiddo - I know what I'm doin'."

"Your new boss sounds like a real jerk!" Ernie scowled, taking a long slurp of his milkshake.

"He's not really _my_ boss, I guess." Kit sighed, sipping his chocolate phosphate.  "He treats Baloo real mean, and the worst thing is he won't let me fly!  It's killin' me Ernie - me an' Baloo love to fly together."

"That stinks!" Ernie said sympathetically.

"I haven't been able to cloudsurf either... It was so boring I was almost glad when school started!"

"Ugh!  Don't _ever_ say that!" Ernie cried.  "It's been two weeks and it already feels like a year!"

"It's not so bad..." Kit smiled.  "I like junior high better - the teachers are better, the stuff in the classes is more interesting... and we're gonna be doing music soon, that sounds like fun."

"Not as fun as flyin', I bet!"

"Not even close!" Kit sighed.  "I gotta go Ernie - Baloo's gonna be home in a little while and he needs me after Stern gets through with him."

"OK.  Don't forget the Jungle Aces meeting on Friday!"

"I'll be there.  See ya Ernie."  Kit left the malt shop and headed for home - no longer Baloo's Air Service, but now 'Usland International Express', the name chosen by the new owner.  Kit hated it - it was cold and impersonal, just like Stern.  Baloo's Air Service was simple, friendly, and not too clever - just like Baloo.

~I used to love walking home from school - even the _idea_ of walking home from school.~ Kit thought.  ~Now it feels almost like I'm back in the orphanage...  The place gives me the creeps now - especially when that creep is there...~

Kit saw the Sea Duck approaching off in the distance as he walked along the harbor towards home.  "Late again." he muttered.  "Gonna get yelled at for sure."  His feet felt like lead as he walked the last few hundred yards along the water.  Warily he approached the door and stepped inside.

"What?  You can't!" Baloo exclaimed as he stood in front of Stern's desk.

"I'm afraid I already have, Baloo." Stern said calmly.

"F-fired?" Baloo gasped.  "Y-you can't _do_ that!  I got a kid, Man!  What about that?"

"Fired?" Kit asked in disbelief.  

Baloo spun, unaware that the cub had been present.  "Kid, I-"

"You can't fire him!" Kit said indignantly, marching on the desk. "He's the best pilot in Cape Suzette!  In Usland!  How can you-"

"Baloo, please keep the child under control, if you would?  I'm trying to discuss this calmly..."

"Easy Kid." Baloo consoled, wrapping an arm around the boy's shoulder.  "Let me handle this-"

"You planned this all along, didn't you?  You're nothing but a...a..."

Stern shook his head sadly.  "It gives me no pleasure to do this.  I simply cannot have a pilot on staff who's subject to chronic lateness - it's an intolerable inconvenience to our customers.  I have given you numerous warnings-"

"But I _tol'_ ya Man, it's just cause I need my navigator!" Baloo hissed.  "If you'll just let Kit fly with me-"

"I hardly think letting a child fly on your deliveries is going to fix the problem.  There are plenty of pilots out there who can execute a simple on time delivery without any navigator.  I'm sorry Baloo, but the decision is made.  I'm not unsympathetic - I intend to pay you a week's separation pay."

"A week?  Yer a real prince!" Baloo laughed bitterly.

"As you have no contract, I'm not even obligated to give you that." the leopard said coolly.  "Of course you'll have to vacate the living quarters.  A week should be sufficient for that as well."

"Move out?!?  In a week?  What about Kit?  Don't you have any heart at all, Stern?"

"Again Mr. Baloo, as you have no lease, I'm not even obligated to give you that.  This is a place of business and having an ex-employee living here with his _child_ is hardly professional.  Now I trust that you will not continue this emotional outburst or I shall be forced to reconsider my generosity."

"You sleazy jerk!" Kit seethed.  "This business is gonna fail, you'll see!  Cold-hearted nosewipes like you always do!"

"C'mon Kid." Baloo said gently, pulling the boy away from the desk.  "No point in talkin' to that guy any more."

"But Baloo-"

"C'mon Kiddo.  It's his business, there's nothin' we can do about it."  All the anger was gone from the pilot's face, replaced by a look of resignation that Kit didn't like at all.

Baloo sat on the bed silently, staring at the wall.  ~What've I done differently in the last year than I always did?~ he thought bitterly.  ~Nothin' - that's the problem.  Nothin' like havin' a kid around ta show ya what all yer faults are...~

Kit walked in and sat next to him silently.  He grabbed the pilot's paw and squeezed gently without looking up at him.  "All packed, Kit?" Baloo asked him softly.

"Yeah." Kit whispered, fighting to keep his emotions in check.  This had been the only home he'd ever known, and it was hard to leave.  Being with Baloo was the main thing, he knew, but it would still be hard...

"Kit - I'm sorry about all this.  It's my fault." Baloo blurted out.

"No it's not - Stern's a jerk, that's all-"

"Naw, it is Kid.  I'm so stupid - it's my fault I lost the business and the plane in the first place.  And then that stupid plan, bein' late - it's my fault.  I wouldn't blame ya if-"

"Never mind!" Kit said urgently.  "As long as we're together, that's all that matters.  I don't care about any of the other stuff, it doesn't make any difference at all-"

"L'il Britches... What kinda... I had a responsibility, to look after ya-"

"Yer doing great!" Kit interrupted, eyes shining.  "You're the only real friend I ever had.  You're all I care about.  You're doing a great job taking care of me."

Baloo looked down at Kit, wondering if the boy could possibly believe what he was saying.  Kit only smiled up at him.  "Right back atcha, Britches!" the grey bear whispered, tousling the cub's hair.  "Let's get goin', no point in stickin' around here, right?"

"Right!"

Baloo hoisted two heavy knapsacks over his shoulder.  "We'll just stay at the hotel fer a few days Kid, until I find somethin' better."

"Sure Baloo." Kit grinned, lifting his suitcase.  He had more stuff in Baloo's bags too - more stuff than he'd ever owned in his entire life.  "Just for a few days.  It'll be fun..."

The slowly trudged down the stairs, grunting under the weight of their bags.  Kit looked around him as they walked through the office, trying to form a mental picture of the place that he could take with him, wherever he went, and treasure.  He didn't want to forget the first home he'd shared with Baloo.  

He was almost at the door when his eyes fell on the well-worn red easy chair, sitting in the corner.  A flood of memories rushed into his head, and a gusher of pent-up emotions broke through to the surface.  He sobbed several times and set down his bag to wipe his eyes.

"Whassa matter, L'il Britches?" Baloo asked gently.  It always came back to this - that strange, compelling desire to comfort the boy, protect him.  It was the only constant in his life anymore.  "Whassa matter?"

"N-nothin', I'm fine." Kit sobbed, the tears flowing freely.  Baloo knelt next to him and gently embraced the boy, saying nothing as the tears slowly subsided.  Kit buried his face in the big bear's chest, waiting for the spring of emotion to dry.  After a few moments he had no more tears left, and wiped his eyes as best he could.

"You ready?" Baloo asked delicately.

"Ready." Kit whispered, picking up his bag and being careful not to look back over his shoulder.  Baloo hoisted the duffel bags and Kit followed the grey bear out the door.  His eyes fell upon the Sea Duck, and his emotions threatened to well up again.  To his surprise, the pilot kept walking towards the street and the waiting cab.  "Baloo!" he sobbed.

"Yeah Kid?" the big bear asked without turning.

"W-what about - your plane?  The Sea Duck?  Don't you want to-"

"Never mind Kiddo." the big bear said huskily.  "It's just the way things are, that's all.  No point in - in-"

"But Papa Bear-"

"Fergit about it L'il Britches." the pilot sighed.  Wildcat walked over to them, wearing a more somber expression than Kit had ever seen.

"So - you guys is takin' off, huh?" the mechanic asked awkwardly.

"Guess so." Baloo replied, setting down the bags and extending his hand.  "Thanks fer everythin' Wildcat.  You - you take good care of my Baby, you hear me? Make sure she gets 'er oil changed, and her engines tuned up... And if this new pilot treats 'er bad, you give him what for, you hear me?"

"Sure thing Baloo.  You can count on me, Man."

"I know." Baloo smiled, and resumed the trek towards the taxi.

"So long, Kit.  Take Care!" Wildcat grinned.

Kit felt tears welling up again and gave the surprised mechanic a quick hug.  "You too.  I'll miss you... Thanks for everything you taught me."

"Like, no problem.  Don't be too sad, OK?"

"OK." Kit replied, forcing a smile.  "I'm sure we'll see you around, we're just gonna be downtown... Bye."

"Bye, Kit."  With a wave, the lion turned and walked back into his workshop.

Kit grabbed his suitcase in both hands and wrestled it over to the cab, where the driver took it and stashed it in the trunk.  Kit slid into the back seat next to Baloo.  "We'll get the Sea Duck back, Baloo.  We'll get some money - you'll find a great job, somewhere, and we'll buy the Duck from that weasel Stern.  You'll see."

"Sure we will Kiddo." Baloo smiled wearily as the taxi pulled away from the curb.  Kit was tempted to take one last look behind him, but he just couldn't make himself turn his head.  He silently grabbed Baloo's paw in his own and they headed towards downtown.

The sky was a dingy grey as Kit left school and headed for the hotel that served as his temporary home - or, at least, so he hoped.  The 'few days' Baloo had promised had turned into almost three weeks, and the pilot hadn't had any luck in finding free-lance piloting work.  He'd trudged dutifully down to the job board every morning (at least at the start), but what few jobs that were listed called for pilots with their own plane, and Baloo no longer fit that category.

There had already been more than one scary moment at school when Kit had been asked for his home address, and rather than face the certain embarrassment and explanations that would have accompanied the truth, he'd given his old address at Baloo's Air Service.  Hopefully there wouldn't be anything to mail, and if there was, maybe Stern would forward it, if it wasn't more trouble than the old scoundrel was willing to put himself to.

The streets became gradually more deserted as Kit approached the hotel.  The women with shopping bags and men in business suits were gradually replaced by haggard looking faces that reminded Kit of his days in Port Wallaby and San Flamingo, after the orphanage.  It wasn't a comfortable memory - Kit had buried it somewhere deep, and only rarely during his time in the little building on the harbor had it reared it's ugly head.  Finally, he stopped in front of the old grey building and looked up at the sign -  'Victor Hotel - Transients Welcome'.  He hated the sign, hated the place.  He missed the signal buoy and the calls of the sea birds outside his window.

The lobby was no better than the outside, maybe worse.  It smelled of moldy floorboards, dusty carpet and unwashed bodies.  Kit's gentle features looked strikingly out of place amongst the coughing old men and tired-looking women, faces cracked by age and cigarette smoke.  The boy was acutely aware of the stares that greeted him as he walked through the lobby to the old elevators, and was extremely self-conscious every time he did so.  It felt like he was running a gauntlet.

The elevator operator was a grizzled looking black bear well past fifty who looked as though she hadn't smiled since the great war.  She was always friendly to Kit though, a fact that was not lost on him.  He'd learned to treasure kindness from strangers, no matter what their circumstances - it was the exception rather than the rule.  "Hallo Mister Cloudkicker." she chuckled gruffly as he stepped on to the elevator.  "You have fun at school today?"

"School's not supposed to be fun, Reba." he grinned.  "You have fun workin' the elevator today?"

"You know better than to ask me that, Shorty.  Ain't seen yer Pop all day today."

Kit winced.  He'd suspected that the big bear had lost what little energy he'd had left.  "I think he has a cold, Reba.  That's what he's stayin' in."

"Sure he does." the woman said sympathetically.  "Lot o' colds goin' around.  You have a nice evenin', Young Fella."

"Thanks Reba, you too." Kit sighed and disappeared down the hall.  The old bear shook her head sadly as the elevator doors closed.  "Boy like that shouldn't oughtta be in a place like this..."

Kit walked down to the end of the hall and stopped in front of a door - room 4306.  He pulled out his key and unlocked it.  "Hi Baloo." he said, as cheerfully as he could, as the big bear reclined in his bed, reading the sports section of the 'Tribune'.

"Hey Britches.  How was school?"

"Fine, thanks." the cub replied, tossing his books onto his bed.  He was surprised to see his suitcase sitting on the table, propped open.  "What's goin' on?"

"Siddown Kiddo." Baloo sighed heavily.  The boy warily stepped over and sat next to the pilot, who draped an arm around his shoulder.  "Kit, we're gonna have to move on... I'm about out of money, y'know how it is..."

Kit felt his heart jump into his throat.  "Out of... I can get a job, Baloo.  Maybe I can work at a grocery store, or-"

"Naw, that ain't right Kiddo.  It wouldn't be enough dough anyways, ta live on.  Kid, there's just no jobs out there for an old pilot without a plane...  Times are tough, a lot of shippin' with Eporue is dryin' up, what with all the bad stuff in Alemania an' all-"

"That's OK - you'll find something soon!" Kit said with a forced smile.  "I know you will.  I never liked this dump anyways.  Uh - so... where will we go?"

Baloo squeezed the cub tightly in his grasp and stared straight ahead.  "Well, that's just it, L'il Britches - I ain't got no money, so I don't rightly know where we _can_ go..."  Kit could see terrible pain etched on Baloo's face - he looked as if he'd aged ten years in the last month.  "Like I said, there's no money.  I was thinkin' of crashin' at Louie's fer a while, he won't mind.  Prob'ly where I woulda gone in the first place, if it weren't for - for..."

Kit brightened at the suggestion.  "That's great!  I love Louie's, it'll be fun."  He was jarred by a realization.  "What about school?  I mean... What-"

Baloo sighed deeply.  "That's the problem, Kiddo.  There ain't no way you can stay at Louie's with me an' go ta school."

Kit stared at Baloo, but the pilot would not meet his gaze.  "Well - if that's what we need to do, then I don't mind.  I can always pick up later, when you've got a job an' everything."  He felt very frightened.

"Yeah." Baloo whispered.  "Kid - it ain't right, you droppin' out of school an' everything now, just when yer gettin' settled-"

"We all have to make sacrifices sometimes, Papa Bear."

"Kid, I - school is important.  Believe me, I know.  When I was yer age...  Kiddo, it's just... You gotta have an education, or you'll end up like - like me."

"What's wrong with that?" the boy asked fiercely.

"Kit, don't be stupid!" Baloo hissed.  "I got no choice but to go to Louie's.  I ain't got nowhere else ta go.  I was thinkin' maybe you, maybe you should...."

"What?" Kit asked warily, heart in his throat.

"Maybe you oughtta stay here, Kit.  Maybe I could-"

"No!" Kit shouted.  "No way!"

"L'il Britches, it ain't no life fer you, following an ol' failure like me around, livin' at some bar...  Maybe I could make a call, find some place for you-"

"No!"  Kit cried, feeling the tears welling up.  "Don't you want me around, Papa Bear?"

Baloo rubbed his eyes wearily.  "More than anythin', L'il Britches.  More than anythin', but I'm no kinda - father, fer a bright kid like you.  You deserve a life, a chance to be a success-"

"I don't care about that!" Kit sobbed.  "I don't want anything else!  I want you!"  The cub buried his face in Baloo's chest, sobbing uncontrollably.

The pilot silently smoothed the fur on Kit's head, tears welling in his own eyes.  "You deserve a real home, L'il Britches...  I can't give ya that, I thought I could but-"

"Stop!" Kit sobbed in a muffled voice, face still buried in Baloo's shirt.  "Stop saying that!"

"But Kid-"

"Don't you get it?" the boy cried angrily, staring up at Baloo's face.  "My home is wherever you are, Baloo!  I don't care about places or school or anything else!  You're the only person I've ever really cared about, and the only one that's ever - ever cared about me either.  I just wanna be with you, and I don't care what else!  I'll never leave you!"

Baloo closed his eyes tightly, squeezing a single tear out of each.  "Aw, L'il Britches, I just dunno..  I don't know what's right, I don't know what to do..."

"Don't you leave me!" Kit wailed.  "Don't you leave, Papa Bear!  If you do, I'll - I'll..."

The big bear squeezed him tightly in his arms.  "OK L'il Britches, you win.  We'll go to Louie's, fer now." he sighed, greatly relieved that he wouldn't have to part ways with the cub.  Even that relief brought him fresh pangs of guilt.  "Just fer a while, I'll find somethin', somewhere..."

"Papa Bear!" Kit sobbed, the tears drying up at last but the feelings of fear and rejection no less cutting.  "How could you even think about leaving me?  How could you?"

"I'm sorry." Baloo sighed, rocking the boy slowly in his arms.  "It'd kill me, Kit.  I was just tryin' ta think about you, L'il Britches.  Why do you wanna hang around with a loser like me anyways-"

"Stop!  Just stop!" Kit shouted.  "Stop saying that.  You're the best person I ever knew.  How could you be a loser?"

"All right, it's OK, it's all over." the grey bear said softly.  "Things'll get better, somehow.  I know they will.  We'll head ta Louie's fer a little bit, and I'll find somethin'.  Everything's gonna be fine, L'il Britches."

"I know." Kit whispered.  "Promise me you won't leave me, Papa Bear.  Promise!"

"Kid, I-"

"Promise!" Kit said urgently.

Baloo stared down at Kit's face for a moment silently.  "OK L'il Britches.  I promise..." he sighed.  The words cut him deeply as he said them, but the look of relief on Kit's face made the pain disappear, just for a moment.

"Thanks fer the lift, Wiley." Baloo said, slapping the other pilot on the back as they walked up the dock to Louie's Place.

"No problem, Baloo." the grizzled dog smiled.  "What're friends for?  Anybody kin be yer pal when yer on top o' the world, Baloo."

The old pilot held the door for Baloo and Kit as they lugged their bags inside.  Kit looked around - thankfully, it was early and there were almost no customers around to see them.  "Hey, Baloo!" Louie called out.  "Welcome to da club, Man!  My dive is yer dive!"

"Thanks Louie." the pilot smiled grimly.  "Yer really comin' through fer me in the clutch..."

"No prob, Cuz!" the ape grinned, leaping athletically over the bar and grabbing Kit's suitcase easily in his hand.  "Welcome to my place, Shortstop!  I ain't never had a kid stayin' here before, so mebbe you better try not to listen too much late in the evening, after the drinks have been flowin' fer a while...  Follow me, I'll show ya where you'll be beddin' down."

"Thanks Louie." the cub smiled, following the orangutan up the stairs, Baloo right behind him.  The ape led them down a hallway through a part of the big building Kit had never seen before, finally stopping in front of a bamboo door.

"It ain't the Ritz, gang!" Louie smiled, leading them into the room.  A rickety-looking bed sat in a corner, and an army cot had been set up next to it.  "I figger Fuzzy kin take the bed, an' the cot fer you, Kiddo..."

Kit looked around.  For all it's humility it was much more pleasant than the smelly room at the Victor.  "It's great Louie.  Nice view, too!" the cub mused, looking out the window at the blue Pacific below them.

"Louie ol' pal, I dunno what to say." Baloo smiled.  "You sure came through fer me when I needed it-"

"Ain't nothin', just like I said, Cuz!  Glad to have the company.  Now why don't you boys come downstairs and have some coffee?  Just brewed up a fresh pot!"

"Sounds good.  Kit?"

"I'll be down in a few minutes Papa Bear." Kit smiled tiredly.  "Just wanna unpack a little, OK?"

"Right Kiddo."

"You just holler if ya need anything, OK Kit?" Louie said jovially. 

"Thanks, will do Louie!" Kit grinned as the two adults left the room.  He lay back, hands behind his head.  He checked his watch - ten A. M..  English class would just be starting up.  It felt strange, not being in school while all the other kids were.  He'd never thought he'd miss it - how many times had he silently yearned for his days of 'freedom' living on his own , while he sat in class as the day droned on?

In his heart though, he knew that was a sham - he knew the alternative was far worse.  He hadn't even said goodbye to Ernie - it would've been too embarrassing.  His friend was probably wondering where he was...

"Have some joe, Fuzzy!" Louie grinned, sliding a steaming mug in front of the big bear.  "You look like you could use the pick-me-up!"

"Thanks Pal."

"Man, gonna be weird havin' a kid around the place, ain't never spent much time with a sprout.  Course, Kit's a pretty unusual kid I guess, huh Cuz?  Pilots got used to him right quick enough when he started comin' in here with you!"

"He's a great Kid Louie - the best.  Got a heart as big as Usland.  Real guts too - he's an ace in a fight!" Baloo said softly.  "I love 'im, y'know Louie?"

The ape raised an eyebrow.  "Ya think I'm gonna be surprised, Cuz?  It's pretty obvious!"

"How so?" Baloo said, surprised.

"Aw, c'mon Fuzzy!  Ever' time he's in here with ya he's all ya see!  I ain't never seen ya like that, Baloo.  Yer a different guy since Kit showed up."

"Am I?" the grey bear sighed.  

"What's witchoo, Fuzz?  Never seen ya like this before!"

"Don't ya see, Louie?  I ain't got no business havin' a kid - 'specially a great kid like Kit!  I thought I could... I dunno, be a real father to him, but I screwed it up.  Just like everythin'."

"Yer nuts, Baloo!  That kid would follow you to the ends o' the Earth, Man!  He's as crazy 'bout you as you are about him!"

"That's his one fault!" Baloo laughed bitterly.

"Cuz-"

"I hadda pull 'im outta school to bring 'im here, Lou.  What kinda father does that?  I lost my job, lost my plane.  I can't even make a livin' anymore, can't even support 'im.  I tried to think o' some way to leave him in Cape Suzette, I really did.  I didn't think I should bring him here.  But he went to pieces when I brought it up-"

"Of course he did, Stupid!" Louie scolded.  "Yer the only family that boy's ever known, Cuz!  How the heck do you expect him to get along without you?"

"Howz he gonna get along _with_ me?" Baloo asked bitterly.  "I can't give him a home, an education, anythin' he needs-"

"Ceptin the one thing he needs most of all, Fuzzy.  Just think about it fer a minute.  Don't worry, somethin'll come along.  We got pilots comin' through here all the time, they'll spot somethin' for ya."

"Kid'd be better off without me..." Baloo sighed, stirring his coffee.

"Yeah Cuz, you keep sayin' that every five minutes you'll believe it in a year or two..."

Kit whistled to himself as he wiped down the table, an apron much too large for him tied around his waist.  He collected the glasses and carried them back over to the bar, where Louie was busily preparing several drinks simultaneously.  "Hey, L'il Cuz - I tol' ya you didn't hafta do any o' this, y'know I-"

"Naw, that's OK Louie." Kit smiled, setting the glasses in the tub under the bar.  "We been stayin' here three weeks, and I know you're not charging Baloo anything... I just wanna help out, that's all."

"Well, yer a helluva busboy Shortstop, I won't deny that!" the orangutan laughed.  "At least let me pay ya what my guys make-"

"No!  I said I was just helpin' out.  Just say I'm earning my keep, that's all."

Louie shook his head.  "Whatever you say, Shorty.  Yer a real dynamo, Kid."

"Thanks!" the cub smiled.  "Are those drinks ready?  I can take 'em.  Table eleven?"

"Eleven Kid, go ahead." Louie laughed.  "And don't you try an' give me yer tips, hear me?"

The ape shook his head and spotted Baloo coming down the stairs.  "Hey Fuzzy!  What's yer poison?"

"Just a mango fizz, Louie." the pilot sighed wearily, sitting at the bar.  

"Comin' right up, Cuz.  The kid's a real good worker, y'know Baloo?  I keep tellin' 'im he don't gotta work off his keep but he won't listen.  He's some kid.  Yer a lucky guy, Baloo."

"Yeah, lucky." Baloo said sadly.  "You can't tell that kid not to work, I've tried..."

"Heh heh!  He didn't even wanna let me pay 'im... but just between you an' me I snuck upstairs and stuck ten bucks under his pillow.  Figger he's earned it.  If he asks just tell 'im the tooth fairy had a little extra in petty cash."

"Thanks, Pal." Baloo sighed.

"Aw, cheer up Cuz!  Somethin's gonna come along, you'll see."

"Let's quit pretendin', huh Louie?  I had one job in three weeks.  I ain't movin' back to Cape Suzette on that pay.  Without a plane I'm no good to anybody, can't earn any damn money.  And without any money I can't get a plane."

"Somethin's gonna come up..." Louie said dubiously.

Baloo closed his eyes.  "I gotta do somethin'...  It's wrong, what I'm doin' to that boy.  He deserves better.  He's a smart kid, Louie - way smarter'n me.  I didn't get no education and look how I ended up.  What kinda life is this fer 'im?  All he sees all day are pilots gettin' drunk, no other kids around...  I ain't got no right.  I gotta do somethin'!"

Louie clapped his shoulder gently.  "I dunno, Cuz.  I wish I could tell ya what to do, but I dunno.  Just seems right that you an' Kit should be together, that's all."

Baloo watched as Kit busily cleared another table and wiped it down.  He caught the pilot's eye and grinned warmly at him.  "Kid deserves better..."

"Hey Louie!  Hiya Baloo." a deep voice called out from behind Baloo and a hand slapped him on the back.  He turned and saw a Khan pilot, a strapping panther - were there any other kind of Khan pilots?  "How's tricks boys?"

"Lionel, my main man!  What's shakin' Cuz?" Louie grinned, slapping the panther's paw.  "What's yer poison?"

"Krakatoa Special, Louie." the panther grinned.  "Hey Baloo - heard about you losin' the Sea Duck.  That's rough skies, Friend.  Sorry to hear it."

"Thanks Lionel." the big bear said glumly, sipping his mango fizz.  "What's new in Khan's world?"

"Khan's world never changes, Pal." the panther said coolly.  "I couldn't help overhear you were looking for work.  You should go to Grimscape Island - there's a lot of stray gigs for pilots there, what with all the cargo companies.  I pass through there every few weeks and I hear about stuff occasionally."

"Grimscape?" Baloo said distastefully.

"It's not gonna make you rich, Baloo, but without a plane it's your best shot.  You could stay in the pilot's barracks there, dirt cheap rent."

"I can't take Kit to Grimscape!" Baloo said softly.  "That's even worse for 'im then here!  The place is a dump."

"Hey - I'm just offering a suggestion!  Without a plane, beggars can't be choosers.  You could get pretty steady work, doesn't pay much but-"

"What about Khan's air corps, Lionel?  They supply the planes... You know I'm the best there is!"

"Sorry Baloo!" the panther laughed.  "You're a hundred pounds too heavy - not to mention over the age limit!"  The panther grabbed his Krakatoa Special and turned to head for a table.  "Thanks Louie.  Good luck to ya Baloo.  See ya around."

"See ya." Baloo muttered.  "Too old, too fat...  Grimscape?  Can't take Kit there..."

"Hey Papa Bear!  What're you mumbling about?" Kit smiled, squeezing his arm.

"Nuthin', Pardner..." Baloo said softly, brushing the hair out of the boy's eyes.  "Nuthin'..."

Kit was asleep, curled up in a ball on the old army cot, both arms wrapped around his pillow.  Baloo sat on the edge of his bed, silently staring at the cub's peaceful form.  A few rays of early morning sun filtered in through the window behind him.

The moments crept by, the boy's chest slowly rising, falling under the grey bear's wordless gaze.  He sighed in his sleep and shifted position slightly.  Baloo smiled.  "I'm a lucky guy." he whispered.  "Best break anybody ever got and I screwed it up.  Best break o' my life..."

Baloo's soft voice crept through Kit's veil of sleep, and he stretched and opened his eyes blearily.  "Baloo?" he yawned, surprised to see the pilot looking at him.

"Go back ta sleep, L'il Britches." the big bear said with a melancholy smile.  "It's only six, go back ta sleep."

"Are you OK?" Kit asked softly, without lifting his head from the pillow.

"Ever'thin's fine." Baloo said softly, falling back on his bed with a sigh and closing his eyes.  Kit looked over at the pilot with concern, but weariness soon overcame him and he slipped back into slumber.

"This is great, Louie, thanks!" Kit grinned, finishing off the last of his pepperoni pizza.  "I wish you'd let me-"

"Stop that, Shortstop!" Louie laughed.  "You earned it.  Take the night off, relax.  Have a little fun fer once."

"Kid - hey Kid!" Baloo motioned from one of the tables, which he currently shared with a friendly-looking black dog with greying temples, who looked to be about sixty-five.  Kit walked over, smiling expectantly.  "I want ya to meet a friend o' mine, L'il Britches - Kit Coudkicker, this is Henry Wizzleswite."

"Hi Henry!" Kit grinned, shaking the man's hand and sitting at the table.

"Hello, Son, pleased to meet you." the dog replied jovially.

"Henry's the guy that sold me the Sea Duck, Kid - years ago.  That and Baloo's Air Service."

"Wow!  That was some great plane, Sir.  Did you buy it new?"

"Sure did, Kid!" the man laughed.  "Right out of the factory.  Couldn't really afford her, huge bank loan.  Loved that yellow paint job!  She served me well, I'll tell you that..."

"Us too." Kit smiled sadly.

"Henry retired after he sold me the plane and the business, Kiddo." Baloo smiled, a little too broadly, Kit thought.  "He retired to Cape Suzette, still lives there, ain't that right?"

"Sure do.  Love it there!"

"He's got a big old house, right on the water, him and his wife." Baloo grinned.

"Is that right?" Kit smiled nervously, a feeling of unease creeping into his mind.  Baloo looked over the boy's shoulder towards the bar.

A moment later Louie stepped over to the table.  "Say Kid - there's somethin' I wanted to show you, upstairs.  Some of my collection, thought you'd get a charge out of it."

Kit looked at Baloo.  "Sure, go ahead Kit.  Me an' Henry'll kin catch up." he said cheerfully, not meeting the boy's gaze.

"OK..." Kit said dubiously.

"C'mon Shortstop, you'll love this.  I got a whole room full o' memorabilia from the great war.  You'll love it."  The ape didn't sound happy, and Kit didn't like the look in his eyes.  He peered back down the stairs, where Baloo and the black dog were talking, unsmiling.

Kit was lying in bed absently leafing through a magazine when Baloo finally came upstairs.  "Hey Kiddo -still up?" the big grey bear said with a stiff smile.

"Yeah." Kit responded, feeling distinctly uneasy.

"I'm glad, we can talk about a few things..."

"What's up?" the cub asked, sitting up in bed, a large lump forming in his gut.

Baloo sat next to him and stared at his feet for a long moment.  "Kit - it's time we stopped pretendin' things are gonna get better."

"Baloo-"

"Kit - please.  Just lemme talk.  I ain't gettin' no work Kit, you kin see that.  Without a plane there's nothin' for me here.  I'm just markin' time and that ain't fair to you."

"Stop!" Kit pleaded.

"Kit...  You need somethin' better.  I heard there's some work on Grimscape Island, even for guys without a plane.  It ain't much but at least it's work.  I can't take you there, it's no life fer a kid.  Not like this is-"

"Baloo, stop!" Kit pleaded.  "We've been through this before - anywhere you go is good enough for me.  I don't care-"

"Stop it!" Baloo yelled, causing the boy to jump.  "Just stop it, Kid!  We tried.  We tried it, an' it just didn't work.  It ain't your fault, it's me - I just ain't up ta takin' care o' you.  I had my shot, an' I blew it.  It's time to face facts."

Kit shook his head, willing this not to be happening.  "You can't do this, Baloo.  You can't walk out on me now, you promised-"

"Kit, this is the first good thing I ever did fer ya!" Baloo hissed, a tear rolling down his cheek.  "I talked to Henry, an' he's willing to look after ya.  You can go to school an' everything.  He's a good man, Kit-"

"You can't make me!" Kit threatened.  "You can't force me, Baloo!  If you try, I'll run away, leave.  I'll find you-"

"No!" Baloo hissed.  "Kit, if ya - if ya love me half as much as I love you you'll go.  I can't live with myself any more, ruinin' yer life-"

"_Ruining_ it?!?  You saved it!"

Baloo wiped his eyes and pounded the bed angrily.  "I was just gonna go, Kit.  I knew you'd fight me on this, I was gonna sneak off, not tell ya.  I knew I'd be doin' you a big favor.  But I didn't have the guts to do it, Kid.  I couldn't do it-"

The tears began to flow from Kit's eyes now.  "I don't care about anything except being together!" he sobbed.  "I'll follow you, I'll track you down.  They couldn't hold me in the orphanage and this Henry guy can't hold me either.  I'll follow you!"

"L'il Britches, please!" Baloo begged.  "I can't do this anymore - I can't live with it!  I can't take ya to Grimscape, I can't take ya to that place, I just can't.  Maybe I can come for ya someday, if I earn enough money..."

"I don't care about Grimscape!" Kit sobbed.  "I don't care about school!  You'll teach me to fly, and I'll be a pilot. I don't need school, I need you!"  He threw his arms around the pilot and clung to him with a strength which surprised the big bear.

Baloo tried to push the boy away, tried to open a distance between them, but couldn't bring himself to do it.  His arms found themselves enveloping the cub instead, holding him gently.  "Kit - don't do this to me!" he sobbed, his own tears of frustration and shame flowing.  "Don't make me live with this anymore.  Go, Kid - let me have a little peace, do this fer me, I'm beggin' ya!"

"No!  Never!  I'm never leaving!"

"Kit, _please_!" the grey bear begged.  "I can't force ya, I can't make ya do it, I'm not strong enough.  It's gonna kill me either way, but if ya go I'll know I did right by ya at least once.  Go!  Don't make me live with this anymore..."

Kit tried to find his voice but couldn't.  He felt the weight of the world pressing down on him.  "B-Baloo... I can't do this!  Don't make me choose, don't do this to me!" he sputtered.

They embraced wordlessly for several minutes, the boy's sobs gradually diminishing as the big bear continued to cry silently.  Kit clung to Baloo's fur tightly, wishing that he never had to let go, to open his eyes.

"Yer a good boy, Kit... Such a good boy...  I can't force ya, L'il Britches." Baloo whispered.  "I can't force ya...  But I'm beggin'.  Please, do this.  Do it fer me.  Let me have a little peace."

"I can't!" Kit sobbed without tears, knowing in his heart that he was incapable of facing the decision before him.  "I can't Baloo, don't make me choose... Don't make me choose, I can't live with this..."

"No!  No!" Rebecca mumbled softly, head on her desk, tears on her cheeks.  "Don't..."

"Ree-becca, wake up!" Wildcat said, gently shaking her shoulder.  "Ree-becca!"

"Wha..." she mumbled, lifting her head groggily.  "Where's Kit?  Baloo?"

The mechanic was alarmed to see tears on her cheeks.  "Uh... You was dreamin', Miz Cunningham.  You were yelling and everything-"

"Dreaming?" she gasped, looking around her, disoriented.  "That's impossible..." a wave of memory swept over her.  "Where's Mr. Bright?  Peter?"

"Who?" Wildcat asked quizzically.

"The client, the man who came in after you left..."  She was alarmed, confused.  How long... What had happened?

"Uh - there was no one here but me, Ree-becca." the mechanic smiled crookedly.  "I just fergot my wrench is all..."

"Your wrench..."

"Yeah, I'm gonna go listen to "Space Rangers" now, it's just starting-"

"What?" she hissed, another memory flooding over her.  "How - how long were you gone?"

"I dunno, a minute or two, I guess-"

"A _minute_?!?"

"You OK, Ree-becca?  You look kinda pale..."

"I'm fine, I'm fine." she whispered, head in hands.  "Go listen to your program...  Wildcat!"

"Yeah, Ree-becca?"

"Wildcat - who's the owner of this business?  And what's it called?"

"Oh, I get it!  It's, like, a game!  OK - it's Higher for Hire, and _you're_ the owner!  What do I win?"

"And Baloo... and Kit - they live here, right?"

"Sure they do!  You sure you're OK, Ree-becca?"

"Fine, fine thanks." she smiled weakly.  "Go listen to your program."  The mechanic left with a shrug and she buried her head in her hands.  One or two minutes?!?  How was it possible?  And Peter - how could Wildcat have missed him?  

How could she have... _experienced_ all that?  It was so real!  So real...  So real.  The tears on their faces, the pain in the eyes...  Tears came to Rebecca again, and started flowing freely down her cheeks.  She wanted more than anything for Kit and Baloo to be there, to see them safe, but they were gone, and she was alone.  

To be continued…


	2. Kit

SECOND SIGHT 

**PART II**

Kit 's mind was in turmoil as he sat in social studies class, focused, as it had been all day, on the sudden and unsettling turn his life had taken of late.  It scared him more than a little to think how vulnerable he'd become emotionally, especially since his adoption had become official.  It had lifted some sort of invisible barrier in his mind - allowed him to believe that he had truly found his niche, that he didn't have to wake up every day wondering if it would all come crashing down around him.  Now he wasn't so sure anymore.

Baloo.  Kit had been alone so long... In the orphanage, he was surrounded by hundreds of kids every day.  On the streets there were countless ragged, haggard faces, always crowding for the few available warm places.  On his friendly flights, in the camp in Freeburg.  On the Iron Vulture, a constant sea of activity, yammering pirates always engaged in some mindless and usually nefarious activity.  Surrounded by people always, and all the time alone.  Until Baloo.

Now his happiness was tied inexorably to the big bear - he couldn't escape it.  Just as he couldn't escape Baloo's faults, as much as he tried to forget about them.  And he couldn't always escape into Becky's arms, either - she had her own life, which he was always wary about intruding on.  Which left him alone.  Only now, he couldn't handle it - he wasn't the same cub who had bounced through life like a pinball, sloughing off everything that it could throw at him.  His heart had beaten him, even when loneliness, hunger and violence could not.  He was weak.

The bell rang, and he picked up his books and fled the classroom, relieved not to have been called on by the teacher.  One more class - gym class - and then home.  Home to what?  How could he face another day of chilly silences and arguments?  The mental picture of Baloo's scowling face was too much - he couldn't face anyone right now, he had an overwhelming urge to be by himself.  He had to learn how to be alone again, from scratch if he had to.  He had to find that space inside him, where he didn't need anyone else.  Didn't need Baloo.  Where Baloo couldn't hurt him anymore.

The boy walked aimlessly though the hall, his mind a whirl.  He glanced at his watch - one fifty-eight.  Gym in two minutes, he had to avoid it at all costs.  He couldn't be around people.  He looked up and noticed that he was standing outside the library.  As good a place as any.  He'd get in trouble, but he didn't care.

Kit glanced nervously at the librarian, Mrs. Newberry, but she didn't seem to notice his entrance, and there were several other kids scattered about in various stages of research or general slacking off.  He grabbed what looked like a suitably boring tome off of a shelf and headed for a carrel in the corner.  He propped the book open in front of him and buried his face in his hands.

"Get a grip!" the cub whispered to himself.  "You've been through worse - Baloo's got it figured out, he doesn't care.  That's the secret."  He shook his head, realizing the mistake of calling Baloo into his thoughts.  Now the fat bear wouldn't leave...

"Ahem.  Shouldn't you be in class?" a gentle voice called.  Startled, Kit looked up to see a tall white hawk in a black sweater smiling down at him.

"Uh... I was doing research..." Kit stammered.  "For a paper..."

"I see." the raptor grinned, sitting down next to him.  "I wish you luck.  Your book is upside down."

Mortified, Kit looked down and realized the man was right.  Sheepishly he closed the book and looked at his feet. "I'm sorry, I guess I was daydreaming.  I do that.  Am I in trouble Mr.- Mr.- "

"Bright.  Mr. Bright."

"I'm real sorry Mr. Bright, I didn't mean anything.  I'll go-"

"Hold on." the white hawk chuckled.  "You were talking to yourself, Kit.  Wouldn't it be more productive to talk to someone else?  It's been my experience that when folks talk to themselves it's usually because they have something pretty important to say!"

Kit felt uncomfortable suddenly, realizing he didn't know who this man was, though the man knew him.  The hawk had a strange air about him, very comforting but intimidating at the same time.  And his eyes seemed to draw Kit's gaze like a magnet.  "T-talk?  To you?  I'm sorry, I've never seen you before, what do you teach?"

"Nothing." the man smiled warmly and proffering his hand.  "I'm a counselor, and I'm new here.  Peter Bright.  Call me Peter."

Kit stared down at the hand for a moment, surprised to see a faculty member offer to shake - usually they made him feel beneath such courtesy.  Still, he was very suspicious of counselors - he'd seen too many of them over the years in orphanages, and they never seemed to understand him.  Still, there was something about this man...  "Kit Cloudkicker." he said cautiously, shaking the hawk's hand.  His touch was vibrant, sparkling - Kit started back almost imperceptibly at the strange sensation, but then he realized that it felt good, warm and comforting.

"Pleased to meet you, Kit.  I don't mean to push you, but you really do seem like you have something on your mind, and it's my job to help.  Would you like to talk?"

Kit stared at the hawk's sharp but gentle features, instincts at war.  Open himself up to yet another adult - what good was that?  But it would feel so good to talk... "It's nothing really, Mr. Bright..."

"Of course.  And it's Peter, please.  I understand, I'm sure it's nothing, but sometimes we feel better even if we discuss these little things, you know?  I don't have anywhere else to be, I've got as much time as you need.  As a favor to me, if nothing else?  I need the practice!"

The cub giggled in spite of himself.  "That's funny!  Well, I dunno... I guess it's just - I've been having problems with Baloo - he's my father."

"I hear a lot of father problems." the hawk grinned jovially.  "Go on."

"Well, it's just - he seems so selfish, you know?  I had this band concert - I play the trumpet - and it was real important to me.  I love to play, and it was the last one at school, 'cause they're cutting the music classes for lack of funds.  Anyways, it was real important, and he didn't show up!  He was at a party, Peter!  He says he forgot-"

"Hmmm." the hawk mused.  "I'll bet that hurt - no one has the ability to hurt us like the people we love, do they?"

"Yeah..." the boy sighed.  "And there's other stuff too - his doctor wants him to lose weight, and he wont stop eating all the same junk he always eats.  But I wanted to play football, and he said I couldn't play because I might get hurt!  Is that fair?"

"Kit, in my experience it's usually not a good idea to think of life in terms of fairness.  It leads to a lot of heartache.  You just have to accept things sometimes... But it doesn't sound like you enjoy being told what to do very much."

"Who does?" Kit laughed bitterly.  "I didn't have to do what I was told for a long time..."

"Do you think this Baloo doesn't care about you?"

The boy was surprised by the question.  "No, I - I guess he does, it's just... "  The cub sighed glumly.  "I guess he's not a very good dad sometimes, but he doesn't have much experience.  He was alone for a long time."

"You're adopted."  It was a statement, not a question.

"Yeah." Kit nodded.  "A couple months ago.  It's just - Baloo just - he..."

"I understand." the hawk nodded, gripping Kit's paw in both of his hands.  "Sometimes you need him and he isn't there.  Even if he's in the same room."

"Yeah, exactly." Kit sighed, feeling profoundly lonely and yet somehow secure too.  "Then there's Becky - Miz Cunningham.  She's my boss, but - I guess a lot more.  She's my friend too.  She helps me a lot, but she's got the business to run, and her own daughter, and sometimes - she doesn't mean anything by it, but-"

"Her daughter comes first.  Even when you really need her, she doesn't always see it."

"Yeah." Kit sighed, a tear rolling down his cheek.  The hawk wiped it away discreetly.  "It's so hard, Peter, sometimes I..."

"I know." the man smiled tenderly, squeezing Kit's paw as a few more tears rolled down his cheeks.  "It's very hard to love someone, Kit.  When you do that you expose yourself to a lot of pain.  You have to trust them, and even good people make mistakes.  Sometimes you even wonder if it's worth it, I'll bet."

"Yeah." the boy whispered, knowing he should be embarrassed to cry in front of a stranger at his age, but somehow not caring.  "It wasn't always this way...  I used to be able to deal with anything, and none of it bothered me like this.  Sometimes I think it was better..."

"How so?"

"Well...  I don't - didn't - have any folks, no family.  I grew up in an orphanage, and it was pretty bad, I try not to think about it too much.  I left as soon as I could - I just left.  And I made my own way, Peter.  I was only nine, but I made it, I did!"

"You must be pretty tough!" the raptor nodded.

"I guess..." the boy continued.  "I didn't really have any friends - at least not for long.  I was cold a lot, hungry a lot, but I made it.  I hooked up with some traveling people, and they were nice to me.  Not like a - family, or anything, but they were nice.  I learned about airplanes and flying, which is what I really love.  When I was eleven I - I..."

"You don't have to tell me.  I understand."

Kit squeezed his eyes tightly shut.  "I'm sorry, I really am.  I shouldn't have done it, but I stayed with some bad people... I could have run but I didn't, I thought it would be an adventure..."

"Even good people make mistakes - remember?" the hawk said gently.

Kit stared into the man's dark eyes for a moment.  "I was different then, nothing could hurt me.  I was stronger.  I got away from those people, I was ready to be on my own again, but then I met Baloo and it was all different, that wasn't good enough anymore..."

"How did you meet him?"

Kit chuckled bitterly.  "It's a long story!"

"Hey, like I said - I've got the time!" Peter grinned.  "Try me."

Kit shook his head and smiled.  "OK.  I guess it beats gym class...  Well, I stole a jewel from these - people - I was with.  They'd stolen it too, of course... I knew it was valuable, but I didn't know why.  I just knew it was.  I was gonna make a fortune, and then I'd be able to live on my own and not have to worry.  And buy a plane when I turned seventeen.  That's all I wanted.

I bumped into Baloo at Louie's, that's a bar where pilots hang out.  It was weird, but as soon as I met him, talked to him, I knew he was - different.  I couldn't explain it.  The guys I stole the jewel from came looking for me, and I kinda tricked Baloo into helping me get away.  The weird thing was, he let me fly his plane - right there, the first day!  And the guys I was with for a year never let me touch the controls in all that time!

So the guys came chasing us, only I didn't tell Baloo why and he didn't know.  I do that a lot - cause people trouble who don't deserve it.  That's when I found out Baloo was the best pilot I ever saw.  I always knew I wanted to be a pilot, but after watching him there was no doubt.  He's an artist, Peter - it was like magic, the way he flew that plane!

He took me back to his place, and it was a real dive - a complete mess!  I liked him, but I'd hidden the jewel at Louie's and I just knew I wanted to get back there and get on with my plan.  He wasn't gonna go back for a while, but then a guy came and told him he was gonna lose his plane if he didn't pay the bank three thousand bucks.  And Baloo didn't have any money.  He _never_ has any money!

But something changed, somehow, right around then.  We just started lookin' at each other differently, I can't explain it...  I suggested that he get a job.  Pretty obvious, right?  But when I said it to him he acted like it would've never occurred to him!  Maybe it wouldn't... Anyways, something just kinda - clicked, I guess.  I just knew I wanted to be with him, somehow - that we _needed_ each other.  I kinda noticed that he was lookin' at me a lot, real thoughtful, like he was tryin' to figure me out.  But I thought, who'd wanna hang around with a loser kid like me?

I was pretty much ready to write it off I guess, tryin' not to let it bother me too much - just tryin' to get him off my mind.  I knew adults were trouble, and I just wanted my treasure...  I followed him over to the job board... I dunno why, I just did.  And that's when I noticed that he was kinda smiling at me, when I was wasn't looking, like he was figuring stuff out..."

The guy was a loser, there was no doubt about that.  Just look at the state of his business!  But there was something about him...  Something open, and guileless.  He'd been so nice, even let the cub steer the plane - why?  And that navigator business...  Kit adjusted his cap absently.

Strange enough to be worried abut that guy anyways, Kit thought.  He had his treasure to worry about.  And adults were trouble.  Kit knew that.  All they wanted was to ignore you or hurt you.  If he wasn't the boy's ticket back to Louie's than better to part ways now, before... before what?

The big grey bear scanned the job board, looking desperately for something distasteful enough to suit his needs - three thousand bucks in one day.  Finally, his eyes alighted on what he was looking for.  "Ah-ha - here we go!" he grinned.  "A zoo delivery - Perfect!  The Sea Duck's as good as mine!"

The boy's face darkened, and he cast his eyes down.  "Yeah - you and the Sea Duck!" he said softly.  "Well, catch ya around sometime... I guess."  As quickly as that, he turned and started walking away, trying to ignore the growing ache in his heart.  It didn't make sense anyways...

"Hey - whoa there!" the pilot said.  The boy stopped and turned, staring at him expectantly.  Baloo stood silently for a moment, seemingly unsure of what to say.  What was he thinking?  Strange - Kit felt suddenly nervous, as if he were caught in the midst of something larger than he was, larger than he could control.  The cub continued to stare at Baloo expectantly.

Finally, something clicked inside of the pilot.  "Where you goin'?" he smiled.  "This is a _two_ man job!  You help me with this now, an' I'll fly ya to Louie's tomorrow, okay?"

"Honest?" Kit replied, hardly believing his ears.  He felt a rush of joy , and... Something else - What?  Then his hard-earned skepticism kicked in.  "_Wait_ a minute!   What exactly are we delivering?"

"Well...  They're sorta big... an' mean... an' ugly..." the pilot mumbled.  "And _smelly_!"

"Oh no!  Not gorilla birds?!?"

The cockpit of the Sea Duck was a swirling mass of arms, legs, beaks and feathers.  A deafening series of squawks and belches filled the air, along with an overpoweringly revolting stench.  All in all, it was not a happy place to be.

"Ow!  Get away, you..." Baloo grumbled.  "See, nothin' to it!  It's a piece o' cake..."

"Yeah, right!"

"Got 'em outta here!  They're eatin' my plane!  Just lock these things up in the back, willya Kit?" Baloo cried, desperately trying to keep control of the plane through a heaving mass of gorilla bird. 

Kit, meanwhile, was flailing away with a broom, trying to keep the birds, each of whom towered over the diminutive boy, in check.  "Why me?  _You're_ the one who said this was gonna be a piece of cake!" he grumbled as a bird took a bite of his nose.  He swung wildly with the broom, missing the birds but hitting the pilot squarely on the back of the head.  

"Hey!  Who's side are you on?" Baloo complained.

"SOR-ry!" Kit said quickly.  With a great effort of will he managed to shove the mass of birds into the hold and slam the door behind him.  He collapsed against it with a weary sigh.  The peace was short lived, however - a volley of bullets dinged off the fuselage of the plane, and a squadron of CT-37s appeared on the horizon.

"Looks like we got some icin'!" Baloo growled.  "What the blue blazes could these guys possibly want?"

"Don't look at me." Kit whispered sheepishly.

"Well, whatever it is I've had enough!  Hang on, L'il Britches!"  The grey bear sent the Sea Duck into a screaming dive towards the leafy canopy below them.

Kit covered his eyes as Baloo weaved perilously through the thick trunks and blindingly thick foliage.  "Baloooo!" he wailed as a huge tree appeared in their path, only to be narrowly avoided by the pilot.  "I know yer an ace pilot, OK?" Kit said desperately.  "You don't have to do this to impress me!"

"Just savin' our skins, Kid!" the big bear replied grimly.  Bullets kissed the bulkhead again as one of the pirates slipped through the canopy behind the seaplane.  Baloo swerved through several more trees and into a long canyon.  A rope bridge hung suspended across it's surface.  With amazing precision Baloo skimmed underneath the bridge, sending it flapping wildly.  The pirate crashed into it with a bang, his plane hopelessly entangled in the hanging cables.

The Sea Duck flew into clear space and Baloo let out a whoop.  "Ha ha!  My flyin' is A-Plus!" he laughed proudly. 

Suddenly, a stand of bamboo appeared before them and the Sea Duck crashed through with a deafening crescendo.  The seaplane bounced down an embankment in a wild spin, tossing it's screaming inhabitants around the cockpit.  Finally, it skimmed across a small lagoon and came to rest on the shore with a bone-jarring thud.

Bear and cub sat silently in the cockpit for a moment, breathing heavily.  "Yeah - but your landings are C minus!" Kit gasped.

Baloo jumped down to the sand and began tenderly examining his plane, pockmarked with bullet holes.  "My poor baby!  You OK?"

"I think we lost 'em..." Kit breathed, sneaking a peek into the sky.

"Maybe - but it don't figure!" Baloo grumbled, scratching his head.  "I got nothin' they want, but they attack us every time me an' you...  You!"  Kit slunk down in his seat and pulled his cap over his eyes.  "You!  They're after _you_!  OK, talk to me, Kid!  What's with you and the pirates?"

"Look - what do _you_ care?" Kit asked desperately.

"They're shootin' up _my_ plane, Son!" Baloo said indignantly.

"Yeah yeah, that's all that matters to you - your plane, your plane!" Kit hissed angrily, hopping to the sand and slamming the door behind him.  He stormed off towards the jungle.

"Hey!  Where do ya think yer goin'?" Baloo shouted after him.  "Aw, he'll be back..."  His eyes fell on the open cargo door of the Sea Duck. "Aw no!  The _birds__!"  He set off through the jungle at a dash, grabbing a coil of rope out of the cargo hold.

Kit tore though the underbrush loudly, smashing the foliage with a large stick.  "All he cares about is his darn 'ol plane!" he seethed, unsure why he was so angry.  "Well, I'll get my own plane - _better'n_ his!"  He plowed ahead, only to see a large black boot planted squarely in his path.  With a gasp, he looked up to see the grinning visage of Don Karnage staring down at him.

"Helllooo, my Boy!" the red wolf said sweetly.  "Long time no see - Si'?

"Still having trouble remembering where the box is, eh?" Karnage growled at Kit, who was suspended upside down over a tree branch, tightly ensnared in a rope.  "Perhaps a night in the jungle will _jog_ your memory, yes?" he sneered, giving the boy a shove, sending him swinging pendulum-like.  "There are numerous hungry animals in the jungle... with the sharp pointy teeeeth-"

With a start, Karnage leapt into the air.  "You - you _bit_ me!" he growled in disbelief, grabbing the boy by the neck roughly.

"Hey!  I missed breakfast!" Kit laughed, determined not to allow the red wolf to see an ounce of surrender.

"This is your last chance, boy!" Karnage growled.  "Is the box on the plane?"

"Plane?  What plane?  I _walked_ here!" Kit barked sarcastically.

"It's no use protecting your friend, Boy!" Karnage hissed menacingly.  "We will find him!"

"Hah!  What friend?  I don't _have_ any friends!" Kit scoffed, his calm exterior belying the sinking feeling in his heart.

"OK - we do it the hard way." Karnage said grimly.  "Dumptruck!  Fetch me the turnips and the sandpaper!"  The huge dog with the top hat handed the pirate captain the implements of torture.

"Ex-cellent!  Now my Boy - I - want - some - answers!" Karnage sneered, grasping the turnip and the sandpaper almost gleefully in his red paws.

"Stuff it in yer windsock!" Kit barked disdainfully, no trace of fear in his fragile voice.

"My wind-sock?!?" the pirate gasped in disbelief.  He drew his sword and menacingly hovered over the boy.  "Why you little-  What is that smell?"

To Kit's amazement a swarm of gorilla birds stormed out of the underbrush, sending the pirates running for cover.  "What is going _on_?" Karnage snarled, seeking shelter in a tree branch.

Kit's jaw fell as Baloo dashed from the bushes and grabbed Kit in one burly arm.  "No time ta be hangin' around, Kid!" he grinned.  With a ferocious bite he chomped through the rope that held the cub and whipped the ropes from around the boy's torso.  They took off at a run for the Sea Duck.  Kit's mind was a whirl - this just didn't add up!  What in the world was the pilot thinking, risking himself and his plane like that?

They were almost home - the bright blue water of the lagoon spread out before them.  They came to the edge of a bluff, and Baloo pulled up suddenly, just grabbing the cub before he plummeted over the edge.  A roiling mass of grinning crocodiles hungrily patrolled the waters beneath them.

Man and boy looked at the scaly carnivores below, then looked back behind them, and finally at each other.  Each wore a look of determination.  "Pull chocks?" Kit asked grimly.

"Pull chocks!" Baloo replied with a thumbs up.

"Oh, nooooo!" they screamed, leaping into the mass of crocs, stepping on their backs.  Kit started to fall behind, and Baloo easily snatched the small boy under an arm, narrowly avoiding the snapping jaws.  He tossed Kit bodily into the cockpit and jumped in after him.

"But Baloo - what about your birds?" Kit said desperately as he strapped in to the navigator's chair.

"Hey, what's more important - those burpin' buzzards - or my new navigator?" Baloo smiled as he started the engines.  Kit looked back at him in shock, full of feelings he'd never known in his young life, and didn't understand.  He only knew that he was grateful.

Kit was rooting through the detritus that was the Sea Duck's cargo hold, which at the moment had a particularly unpleasant lingering stench of gorilla bird.  "Where does he keep his spoons?" the cub mused, scratching his head.  He headed back up to the cockpit to ask the pilot.  "Hey Baloo-"

"Now remember - be good to yer new owner, like you was good ta me." the grey bear was saying tenderly, patting the console.  "Make me proud..."

The sight tore a hole in Kit's heart.  "I - I'm sorry about you're plane..." he whispered, feeling strangely guilty.

"Hey, don't worry, ya win some, ya lose some." Baloo said sadly.

Kit sat in his chair and stared sheepishly at his feet.  "Listen... Nobody's ever stood _up_ for me before...  And I - Well...  I have a treasure - and I'll share it with you!" he said quickly, not wanting to give himself a chance to change his mind.

Baloo smiled condescendingly.  "Heh heh!  Thanks, L'il Britches - but I don't think yer bottle cap collection can help!"

Kit seethed momentarily, just as he always did when adults dismissed him.  "You don't understand-  It's a big glowing  _jewel_!"

"Sure Kid." Baloo nodded dismissively.

"Hah!" Kit sneered.  "Why do ya think the pirates are _after_ me?"

Baloo's face lit up.  "A - a jewel?  Ya mean it?"

"I hid it at Louie's!" Kit grinned.

"I could buy back the Sea Duck!"

"Haha!  We could buy a whole _bunch_ o' Sea Ducks!" Kit giggled.

"Well, how bout we go get it, first thing in the mornin' - you an' me?" Baloo grinned.

"Haha!  I'm gone!  Yeah, I gotta fly!" Kit laughed.

"I'm gone!  Adios, bye bye!" Baloo sang.

"Don't trouble us with troubles man, we're gone!" Bear and cub crooned gleefully as the yellow seaplane flew off into the setting sun.  Kit felt an unfamiliar feeling in his chest that he couldn't identify, but when he looked at the grey bear it grew stronger, and filled his spirit with happiness.

It was dark by the time they arrived back in Cape Suzette.  Baloo hopped down to the dock and, with a gentleness that belied his hulking form, helped the yawning cub down onto the quay.

Kit was exhausted - it had been one of the busiest and strangest days in his life.  His body cried for sleep, but his mind was a whirl of activity and confused emotions.  He walked silently behind the grey bear, trying to puzzle out just what he was feeling.  This place felt different to him now than it had a few hours earlier.  Something had changed, something important.

"Hongry, Kiddo?" Baloo yawned as they entered the cluttered building, encased in darkness.  He switched on a small lamp, which barely illuminated a quarter of the room.  ~Just as well.~ Kit thought.

"Naw - Just tired I guess, Baloo." Kit grinned weakly.  This would be the first night in a year that he hadn't spent on the Iron Vulture or Pirate Island, and he felt an oppressive weight lifted from his shoulders.  Suddenly, the urge to sleep was overpowering - to release himself and just be calm, still.  He yawned mightily.

Baloo chuckled.  "I'll say!  Here, you kin sleep in my hammock, I'll take the easy chair.  OK L'il Britches?"

L'il Britches?  He'd used that name before - weird!  But it was - nice, somehow.  "Your hammock?  It's OK, I don't want to-"

"That's OK, I kin sleep anywhere Pardner." Baloo smiled.  To the cub's immense surprise Baloo lifted him up and tenderly set him down in the hammock.  The gesture touched Kit deeply, and he found himself staring at the grey bear, who simply smiled.  "You look pretty beat.  Get some sleep, I'll see ya in the mornin'."

Kit grinned wearily and leaned back.  "Thanks Baloo.  'Night." he said softly.

"Night Kid.  Sweet dreams." Baloo whispered.  Weariness overcame the boy quickly, but he rolled over to look at Baloo, and was surprised to find the pilot grinning at him.  The big bear's smiling face was the last thing Kit saw before sleep took him.

The office was a colossal mess - dirty clothes, rotting fruit, old pizza boxes and newspapers were everywhere.  The large grey bear reclined in what passed for furniture - a large red easy chair.  The bear was snoring gently, a half full drink clutched in one paw.

He shared the office with a companion this morning - Kit Cloudkicker.  The boy reclined in a hammock, legs dangling over the sides.  When the alarm went off, the boy was the first to hear it - he jerked awake with a start, unused to such domestic conveniences.

"Wha... Hey Baloo!  It's ten o'clock!" the boy said sleepily, rolling out of the hammock, slipping the red and blue baseball cap on his head backwards and heading over to the chair where the big bear still reclined, cap pulled over his eyes.  

"Nuthin's gettin' me outta this chair..." the bear mumbled.

"The TREA-sure..." Kit sang softly into the pilot's ear.

"Tah-reasure?!" Baloo exclaimed, jerking awake.  He patted the grinning boy on the head and stood.  "Kid, you just said my two favorite words!  Now lessee... first, we'll get us a bite to eat, then-"

"Baloo!" Kit scolded his new friend.  "If we don't get to Louie's soon, the bank'll shut you down!"

"Re-lax!" the grey bear grinned, picking up and biting into a hamburger of indeterminate vintage.  "The bank wouldn't send anybody _this_ early!"

There was a loud knock, causing both bears' attention to jerk to the door.  "You hope!"

Baloo tiptoed over and peered through the small window in the door.  "Heh-heh!  It's just a customer!" he chuckled as he opened the door.

An attractive brown bearess stood in the doorway.  "Good morning!  I'm Reb-"

"We're closed, Lady!  Come back when the sun's warm - like June!  Bye-bye!" Baloo snapped, slamming the door behind him.

"Excuse me!  _Ex-cuse_ me!" the woman called indignantly, pounding on the door.

"Out to lunch, lady!  Nobody home - gone fishin'!" Baloo hissed.  He turned away from the door, chuckling.

To the bear and cub's amazement, the woman climbed through a window into the office.  "If _this_ is how you treat your customers, Buster, no _wonder_ this business is failing!" she snapped.

"Heyyy... Back off lady!  You act like you own this place!" Baloo stammered, hands in the air.

"I do!" she grinned, pulling out an official-looking document proudly.  "When you didn't pay your loan this morning, the bank sold the deed to me!"

Kit looked on, shaking his head sadly.  "Told ya!" he admonished the pilot.

"They - they didn't even give me time ta brush my teeth!" Baloo gasped.

"You must be Baloo." the bearess said appraisingly.  "The bank says you're a terrific pilot."

"Heh heh!  Well, _that's_ true!" Baloo chuckled.

"I'd also be inclined to add sloppy, careless and rude!"  Kit's jaw dropped.  He'd never seen anyone quite like this woman...

"All right!  Just who do you think you are?" Baloo howled.

The woman walked slowly around the office, taking stock.  "Rebecca Cunningham, business major!  I've been looking for a failing company like this for some time.  And, now that I've sunk my life's savings into it, I'm going to turn this dump into a real money maker!"  She opened a door and pulled back in revulsion.  "Yes, this place definitely needs a woman's touch..."

"Now see here, you-"

"Sounds great, Lady!" Kit smiled, deciding he'd been silent long enough.  "I'll bet you do just _great_ here!"

"Kit!" Baloo gasped.

"Why - thank you!" Rebecca smiled, appearing to take notice of the boy for the first time.

Kit grinned dumbly for a moment, entranced by the bearess' smile.  He snapped out of it and turned to Baloo.  "Forget her Baloo!  Remember the treasure!" he whispered.

"Oh - yeah!" Baloo hissed, whipping out the keys to the Sea Duck.  "Well, enjoy yerself Miz Manager!  Kit an' I are off to Louie's place!"

"Not in my plane you're not!" Rebecca said firmly, grabbing the keys.

Kit's jaw dropped.  "Now wait just a prop-spinnin' minute!  The Sea Duck is mine!" Baloo protested.

"Not according to the bank."

"OK - that's _it_, Sister-"

"Mommy, do I _still_ hafta wait in the car?"  All eyes in the room turned to the window, where a small yellow bearcub had crawled in.  Kit stared, astonished.

"Aw, I'm sorry Honey - come and see our new place!" Rebecca smiled, her manner changing completely.  She scooped the little girl into her arms and carried her over to the two bears who were looking on, jaws agape.  "This is my daughter, Molly.  We'll be staying here until I find an apartment."

"Wow - can I keep _my_ room this messy?" Molly gasped.  Kit watched the girl and her mother, hypnotized by the scene.  Rebecca continued her walking tour, Molly in her arms.

"Now, be reasonable Lady!  The Sea Duck is my _baby_!" Baloo said desperately.

"Fine.  Fifty thousand dollars and she's yours!" Rebecca said calmly.  "In the meantime, I have an opening for a staff pilot!"

"If you think I'm flyin' fer you, Brown-Eyes, you got yer hair tied on too tight!" Baloo sneered.

Kit snapped out of his trance and he signalled frantically at the grey bear.  "Louie's!  Louie's!" he whispered, miming an airplane with his arms.

"Oh!  Oh yeah...  Come ta think of it, I'd _love_ ta be yer pilot, Becky!" Baloo grinned obsequiously.  

"Good!  And it's Rebecca, not Becky."  She set Molly down and knelt next to Kit.  "Now - who _else_ do we have on staff?" she smiled warmly.

Kit was flustered momentarily.  She was talking to him!  "Er... Kit Cloudkicker, Ma'am!" he smiled nervously, taking off his cap.  "I'm the navigator!" he added with a proud flourish.

"Hey -can I be the tail gunner?" Molly asked.  Kit scooped her onto his back and dashed about the room as she playfully fired her machine guns.  "Ack ack ack!  Ack ack ack!"  Kit felt incredible - he couldn't explain it, but it felt perfect in every way.

He gently dropped the girl into the big red easy chair.  "I bet bein' a pilot is the funnest thing in the world!" she said wistfully.

"Used ta be!" Baloo grumbled.

"Gosh -suddenly I've got an office, and a plane, and two of my very own employees!" Rebecca gushed, sounding like a little girl.  

With a bang, a panel in the floor opened up and a small lion in white coveralls popped his head up.  "Hey Baloo - I finally fixed that sewer pipe!  Ya want the old one?" he grinned.

"Better make that _three_ employees!" Baloo chuckled.  Kit watched the strange figure, fascinated.  "This is our mechanic - Wildcat.  Wildcat, meet Ree-becca Cunningham - our new boss!"

Wildcat grinned and grabbed Rebecca's paw.  "Really?  Well you smell _pretty good_ fer a boss!"

"Er... thanks." Rebecca said dubiously, looking at her hand in revulsion.

"Yeah, this poor little guy was all clogged up!" Wildcat continued obliviously, holding up the sewer pipe.  "He was sayin' 'Help me, help me, I got a cold!'"  The mechanic wrapped his hands around his throat and fell to the floor.

"This is a mechanic?!?" Rebecca said dubiously.  "He couldn't tell a screwdriver from a bus driver!"

"Oh yeah?" Baloo grinned slyly, picking up a metal bucket.  With a resounding crash he brought it down on the telephone, smashing it to bits, much to the shock of Kit, Rebecca and Molly.  "Oh, Wildcat!  I think there's somethin' wrong with the phone!"

Wildcat eyed the mess of wires critically.  "Y'know, you could be right!  You oughtta be more careful!"

Baloo folded his arms with a grin as Rebecca scowled at the scene.  "Ten, nine, eight, seven, six, five, for, three, two, one..."

There was a ring, and Wildcat picked up the receiver.  "Hello?  Uh - it's for you!" he grinned at Rebecca.

The bearess' jaw dropped in astonishment.  "Well... at least _something_ works around here..."

Kit hadn't really thought anything could top yesterday as far as excitement was concerned - but he'd been wrong.  Today had been even stranger, more momentous.  First, the arrival of Rebecca and Molly... Baloo was pretty annoyed at first, but to Kit they'd both been a joy from the first moment he'd set eyes on them.  Rebecca spoke to him like no one else ever had - kind without being condescending, and, despite her obvious strength of will, so gentle...  When she was around, his burdens seemed to leave him, and he felt like a different person - someone he wanted to be, but had always been afraid to.

As for Molly - well, she was a little hellraiser, but just being around the little girl filled Kit's heart with joy.  It made him feel like - like what, exactly?  Something he hadn't felt like for a long time.  And that name change, 'Higher for Hire'... Baloo hated it!  Kit liked it though, it had a nice ring.

And then there was the flight to Louie's - Molly's shocking appearance, the stinging disappointment of finding out the jewel wasn't a jewel, followed almost immediately by the rising hope that it could be worth something after all... But Kit's definitions of wealth seemed to be fluid, changing even as the hours did.

And he'd had to show off his cloudsurfing, to help them escape the pirates.  That hadn't been an easy decision - he'd hoped to wait until the right moment to reveal that little secret.  But the big bear had made his sacrifices, and Molly was on board... He'd had no choice.  The pirates wanted that rock badly.

He hoped the rock was valuable, of course, and that they'd get their reward money.  Baloo deserved it, and it was pointless in kidding himself that he wasn't emotionally bonded to the grey bear.  Even so, the thought of Baloo buying his plane back made him sad, too - he found himself drawn to the little building by the harbor and the people who lived there - all of them.

He felt a pang of guilt at the thought - Baloo had sacrificed his plane for Kit's safety once already.  Why should he wish for anything less than exactly what the pilot wanted?  He was selfish, and he knew it.  He'd be more than happy to see Baloo have to fly as Miz. Cunningham's pilot - then they would all be together.

All of them together... Of course, to Rebecca he was just a kid, an employee at best.  But somehow this place had come to mean more to him than anything.  The feelings in his heart that night, as Molly romped around the room, Baloo slept peacefully in his chair, and Rebecca busily cleaned up while keeping a watchful eye on her daughter - those feelings were wonderful, and he knew he didn't deserve them.

That was the bottom line.  He was trouble, he was a fool to allow himself ever to forget it.  No one had wanted him, not even - not even...  And all with good reason.  He rightfully ought to be by himself, so that he couldn't hurt people, which he always seemed to do.  Even if he didn't want to, and he almost never did.  Not even when he was with the pirates.  "Just enjoy the ride while it lasts." he sighed quietly to himself.

"Tail gunner!  Tail gunner!" Molly cried, tugging on his sweater.  He grinned down at her.

"How about pilot?" he chuckled, scooping her up in his arms and setting her down on the desk chair.  He pushed the wheeled chair around the room at a fantastic pace, the yellow cub screaming in delight.  Kit just wanted to run, and to hear her laughter.  For that moment, it was his entire universe.  

He lost control of the chair, and Molly popped out into the air, landing on Baloo's ample belly with a bounce, rousing the pilot of a fitful doze.  "Oof!  Ya get clearance fer that landin'?" he chuckled, tickling the cub, who burst into a fit of giggling.  Kit leaned over the arm of the chair and Molly tickled him -  a weakness he'd hoped not to show.  He laughed wildly, but he didn't mind.

"Time for bed, Molly Honey!" her mother smiled.

"Aw, I wanna play some more!" the little girl whined.

"Sorry, Short-stuff!" Baloo laughed, even his mood thawed by the children's antics.  "Even us ace pilots need our shuteye!"

Rebecca handed Kit and Baloo pillows and blankets.  "Here - so my flight crew doesn't get chilly." she smiled, a twinkle in her eye.

Kit smiled shyly.  "Gee - thanks, Miz Cunningham!"

"Thanks Becky!" Baloo grinned easily and started for the Sea Duck, where Kit and he would be spending the night.

Rebecca set a pillow down on the easy chair and lay Molly's small form on it, covering her with a blanket.  Kit was utterly enthralled by the process.  "Uh...  Night!" he said softly, turning to follow Baloo.

"Sleep tight!" Baloo called.

"See ya later, Navigator!" Molly called gaily.

"Ha ha!  First thing tomorrow, we lay our surprise on ol' Shere Khan - right Kit?" Baloo laughed.

"Uh - right Baloo." Kit sighed, no more enthusiastic about the idea then he had been earlier.  He started to follow Baloo, but he couldn't tear his eyes away from the scene inside.  He slipped over to the window to peer in.

"Mommy, I can't sleep!" Molly cried softly.

Her mother came to her and knelt by the chair.  "Why not, Honey?" she smiled.

"This place - it's not like _home_." she sighed sadly.  Her sadness cut through Kit like a knife.

"Aw, don't worry Honey!"  Rebecca smiled and walked over to the file cabinet.  To Kit's astonishment, she started singing.

            "Home is where the heart is, wherever you may be,

             there'll always be a home for you, here inside of me"

The bearess grabbed a cookie jar from the cabinet and handed a cookie to Molly, who took it with a broad grin.   Rebecca resumed her song, her lilting voice touching Kit to his very soul.

            "Home is where the heart is, whatever we may do,

             there'll always be a part of me, here inside of you.

Kit listened to the melody, and the words struck a chord inside him.  He glanced quickly at Baloo, who was jauntily marching towards the plane.  The boy smiled, just a little.

            "Four walls may surround you, and protect you from the storm,

             but my two arms around you, will keep you safe and warm!

"But - but what if you're not with me?" Molly asked timidly.  "What if I'm alone?"  Kit cast his eyes down, all of his pain welling up at once, more than he could bear.

Rebecca knelt down and gently tucked the blanket up to her daughter's chin, singing quietly in the cub's ear.

            "Remember where my heart is, and you'll always have a home!"

The song was over.  She kissed the little girl gently on the cheek and stood, turning towards the window.  Kit ducked quickly out of sight and shrunk against the building, praying she hadn't seen him.  To his horror, the window propped open.  Then, something very strange happened - Rebecca set the cookie jar down on the sill, and softly raised her voice in sweet song one more time.

            "Remember where my heart is, and you'll always have a home!"

The voice came from just inside the window, seemingly directed squarely at Kit.  The boy wiped a tear away, his mind a whirl.  Had she seen him?  Did she know he was there?  She must have!  But that would mean...

With a stunned smile, the boy grabbed a cookie out of the jar and dashed over to the Sea Duck, his heart so full he was certain it would burst.  Baloo was already asleep, snoring gently in the lower bunk.  Kit's heart, impossibly, grew even fuller as he looked at the grey bear's face.  He nimbly scrambled into the upper bunk and lay back, nibbling on the cookie.  For just a moment, the boy allowed himself to feel the one emotion he'd forbidden himself above all others - hope.  He closed his eyes and drifted off to sleep, a smile on his face.

The trip to Khan's office had been a rousing success.  The wealthy tiger had offered them a hundred thousand dollars for the stone, and even Kit found himself getting caught up in the excitement of the moment.  With that much money, not only would Baloo be able to buy back the Sea Duck, but Kit would have enough to buy a plane for himself, when he was ready.

It was a thrilling prospect - not the only thing that thrilled Kit anymore, as it would have been a few days earlier, but thrilling nontheless.  And as for Becky and Molly, well - they'd have plenty of money, and Kit and Baloo would be free agents.  Maybe they could come and visit them sometimes.  Kit was pretty sure he could get Baloo to do what he wanted, if he set his mind to it.  Was it possible, good things were finally starting to happen to him?  Maybe it was his time...

"We did pretty good, huh?" he grinned at Baloo, who walked jauntily down the harbor next to him.  Now all they had to was retrieve the stone, carefully stashed in Molly's doll 'Lucy', and they'd be home free.

"A hundred thousand smackers!" Baloo laughed.  "Now I can buy my plane back and get oughtta here!"  Kit held his tongue, not wanting to step on the grey bear's moment - for now.  Baloo regally bowed and held the door open for the cub.  "Now, let's grab that sparkler and-"

"Baloo!" Kit's heart fell as he saw the interior of Higher for Hire - furniture overturned, file cabinets knocked over, windows broken.  "Molly!  Miz Cunningham!" he screamed, frantically searching through the rubble.

"Beckers!  Where are ya?  Where'd ya go?" Baloo gasped.

"Baloo, look!  Up there!" Kit hissed.  A note was stuck in the door with a bone-handled knife.

The pilot snatched the slip of paper and read it aloud.  "Unless you return the stone, you will never see your friends again!  Seriously yours, Don Karnage."  He crumpled the paper angrily in one massive paw.

Kit legs gave out, and he sat back on a box.  All of his dreams came crashing down on top of him.  He should have known!  How dare he presume to think that he should be happy?  There was no end to the grief and pain he caused.  His pain was deserved, but now his arrogance had borne a terrible price...

Baloo scratched his head.  "How're we supposed to give Karnage the rock when he's got Molly... and Molly's got the rock?"

"Oh, this is all _my_ fault!" the cub groaned, near tears.

"Huh?  what're ya talkin' about?"

There was only one way left for Kit to redeem himself, and he knew what it was.  "C'mon - we gotta save em'!" he hissed, grabbing Baloo's arm and pulling him outside.  He dragged the protesting bear all the way to the Sea Duck and both bears strapped in, Baloo casting sidelong glances at Kit all the while.

The pilot backed the plane away from the dock and headed for open water.  As soon as they were airborne, he turned to the boy.  "Look, Kit - I'm all for savin' Molly.  Even ol' Becky!  But we don't know where they _are_!"

"I do!" Kit said grimly, all hope of personal redemption - and thus the need for secrecy - gone.  "Pirate Island."

"Huh?  NO-body knows where that is!" the big bear said, awed.

Kit had already pulled out the Sea Ducks navigation equipment and was busily plotting a course.  "Once yer past the cliffs, fly one-six-oh, south-southeast."

"Yer the navigator!" Baloo shrugged, looking at the boy sidelong.  Kit could feel the pilot's eyes boring into him as he stared defiantly out the window.  "Okay Kit, now give - how do ya know so much about the air pirates?"

Kit sat stone-faced, unable to bring himself to say the words.  "Aw, you kin tell ol' Baloo!" the grey bear said kindly.  His kindness only made Kit feel worse.

"Did - didya stumble on their hideout?  Were ya kidnapped by 'em?"  Still, Kit could not bring himself to respond.

"Was...  Was yer _Dad_ a pirate?" Baloo asked haltingly.

"No!" Kit finally shouted, snapping his pencil in two.  "_I_ was a pirate!  Ya happy now?!?"  He tossed his baseball cap to the floor angrily and fled the cockpit.

"What?  Wait, hold _on_, L'il Britches!" Baloo called after him.

Kit collapsed onto the mattress in the hold, hiding his face behind his knees.  At least the truth was out now - there'd be no more deception.  Now at least Baloo knew what he was.  He heard footsteps and looked up, surprised to see the pilot walking into the hold.  "Shouldn't you be flying?" he asked with all the defiance he could muster.

"Relax, I got 'er on auto-pilot." Baloo said calmly.  He at next to the cub and gently set the cap back on his head, much to the boy's surprise.  "Now - ya wanna take this from the top?"

Kit slid a few inches away from the grey bear.  There was nothing left to be lost now - the big bear may as well know the whole truth.  "I got no family...  No home." Kit whispered, voice choking with emotion.  "I hooked up with Karnage's gang about a year ago...  But I got sick of 'em!  So when I saw that stone, I figured 'Hey - make your move!'  That's when I ran into you..."

The boy closed his eyes, waiting for the stinging condemnation he knew was sure to follow.  He felt strong hands gently grab his shoulders and turn him towards the grey bear.  "Aw, fergit about them L'il Britches!  We're buddies!  Pals!  We're a _team_!  From now on, yer with me!"

Kit stared at the big bear, shocked.  It was the last thing in the world he'd expected Baloo to say to him, after what he'd just heard.  He struggled for words, but found only emotions - relief, gratitude, love.  "Yeah, um, I...  Thanks, Papa Bear!" he whispered, wrapping his arms around the pilot's neck, and clinging tightly.  The big bear squeezed Kit in his arms, and it was the most wonderful thing the boy could remember.  Just for a moment, he felt certain that nothing in the world could hurt him anymore.

The moment passed, but Kit still clung tightly to the pilot as darker thoughts crept into his mind.  It was a trap - every time he allowed himself to think that he might be happy, someone else got hurt.  Nothing had changed, really - Baloo had proved beyond any doubt that his heart was true, and that made Kit, in that moment, love him with all of his might.  But it couldn't last, the boy knew.  Life didn't work that way - not his life at least.

The rescue had gone smoothly enough - they'd caught their big break when the Iron Vulture, along with most of the pirates, was not at home.  They'd slipped into the brig and rescued Becky and Molly fairly easily, Baloo even getting his hands on the pink slip to the Sea Duck in the process.  But Kit felt, in his gut, that it couldn't last.  He wasn't going to get off the hook that easily.  Not for what he'd done.

The trouble started when they were fleeing the volcano - the Vulture returned, and with it blocked their path of escape.  Now the four bears found themselves crouched behind a wall of sacks and boxes as Karnage waxed poetic about the virtues of pillaging and plundering.  Kit was ready to face his fate - it was only fair.  But why did the others have to face it with him?

"Wait!  I'm gettin' a brainstorm!" Baloo whispered.

"And me without my umbrella!" Rebecca hissed, rolling her eyes.

"Kit - you an' Molly get into these sacks - Becky an' I'll slip into these old clothes and blend in!" Baloo whispered.  Karnage, by now, had broken into song.  Baloo and Rebecca slung the kids over their shoulders and slipped out into the throng of dancing buccaneers.

Kit heard the pirate continue his song for a moment, and felt Baloo striding under him.  Finally, the red wolf finished his performance and there was silence.

"One more time!" Baloo called merrily.  Kit groaned.  Of all the stupid...

"Wait just one menudo!" Karnage called.  "I am the _only_ one who says 'One more time!'"

"It was him, Boss - Him, him!" Kit heard Mad Dog whine.  He had a pretty good idea who the weasel was pointing at.

Kit hit the floor with a thud.  "Don't move, Kit!  If they drag us away, you grab Molly and git!" Baloo hissed.

"But Baloo!" Kit whispered desperately.  This just wasn't right...

Kit stayed in darkness, where he heard Dumptruck's voice.  "Yer in trouble now!  Here dey are, Captain!"

"Hmmm.  You look awfully familiar..." Karnage mused.  "A-ha!  The round furry pilot and the annoying business lady!  Wait - wasn't she locked up?"  There was silence for a moment.  "Well, of course she must have escaped!  I hope you brought my stone - I need it for my plans!"

Baloo's voice.  "Stone?  You seen any stone, Becky?"

Becky.  "What stone?"

Karnage interrupted.  "Do not be the clever guy with me!  You are not qualified!  Wait...  Where is the boy?"

"Go fish!" Baloo snapped.  Kit swallowed hard.

"You would risk your lives protecting that filthy flea?"

"Hey, lay off!  He's a good kid!"

Kit could take no more.  There was a way.  He could make one final gesture and undo the harm he'd done.  It was time.  He hopped out of the bag with a deep breath and mustered his composure.  "Stay put!" he whispered to Molly.  "Hiya gang!  I'm back!" he grinned.

"Kit!  Whaddaya doin'?" Baloo gasped.

"Can it, Rudder-rump!" Kit snarled.  He had to sell this, he knew, but it still hurt him to say it...

"Rudder-rump?" Baloo whispered.

"Yo, Captain!  How'd I do?" Kit beamed, striding up to the red wolf, who was observing the proceedings with considerable puzzlement.

"What are you talking about, you juvenile delinkity-wink?"

"I'm talking about what you taught me - the ol' Karnage Hustle!" he grinned, whirling about the pirate in a series of blindingly quick movements, stealing the key to the shackles that bound his friends in the process.

"First, I pretended to steal the stone from you..." he began , deftly unlocking the cuffs with his foot, "So I could finagle some ransom money oughtta Shere Khan!"

"What ransom money?" Karnage asked dubiously.

"One hundred thousand dollars!" Kit beamed proudly.  

"Really?" the wolf grinned greedily.

"Then I was gonna steal the rock back and give everything to you!  That is, until _these_ clowns messed it up by grabbin' the lady and kid!" he scowled, pointing at Mad Dog and Dumptruck.

"You ear-picking ignoranumuses!  I ought to hang you by your pinkies!" Karnage snarled.

"Sooorry!" the motley pair groveled.

"Re-LAX, Captain!  I bamboozled this bozo into bringin' me back!" Kit grinned, gesturing at Baloo.

"Kit, I thought we were pals..." Baloo sighed.  The look on his face almost destroyed Kit's composure, but the boy held on.

"Yes - I thought you were pals too..." Karnage mused.

"Naw - I was just usin' the poor jerk to get me the stone!  And he fell for it!"  Kit hung his cap on Baloo's nose and bent over, laughing.

"Uh-huh.. He hee hee!  I like that!" Karnage giggled.  "Then you will not mind if I _blast_ them!  Ready... aim..."

"Wait!" Kit shouted desperately, trying to stall for time.  "Aren't you forgetting something important?"  He walked over to the sack that his Molly and drew the cub out.  He grabbed her doll from her.

"Hey!  You're hurting Lucy!" the girl cried.

"Aw, shaddup!" the boy growled, heart shattering.  He ripped the head off the doll and pulled the stone free.

"Momm-eee!" Molly wailed.

"Ooo!  Hee hee hee!" Karnage chuckled gleefully.  "He is even mean to children!"

Kit grandly presented the stone to the red wolf.  "So - whaddaya think of my plan?"

"Son, you are a refreshing addition to my normally thick-headed bunch!" Karnage said proudly.

"Now, uh - Howzabout we let these saps go, huh?" Kit smiled, trying to keep the desperation out of his voice.

"Do not be silly - I never let anybody go!" Karnage sneered.

"Well then, eat my gold dust!" Baloo shouted.  Kit was blinded by a stinging cloud of gold particles, and fell to the floor, coughing.

When the dust had cleared, his friends were gone, and a band of pirates was giving chase.  "Shoot them - a lot!" Karnage coughed in their wake.

Kit sat coughing, now forgotten in all of the excitement.  It was over - he'd done all he could.  He was back with the pirates, but at least here he couldn't bring any more pain to people that didn't deserve it.  At least he'd had a couple of days, a taste of something different, wonderful.  But in some ways that was worse...

Kit had finally found a spot where he could be alone, at least for a moment.  His friends had escaped, and it was an effort not to show his glee in front of the pirates.  The _other_ pirates.  There had been a lot of hard stares, and some snickering.  He was the Captain's favorite, although he knew from experience that was as likely as not to be short-lived.  It didn't matter - the others would resent him for it, and make his life Hell.

Kit sighed and stared out over the water.  There would time to escape later.  Escape, but not to a family, a bunch of innocent people who didn't know what they'd be getting themselves into.  No one deserved to be stuck with him.  No, when he escaped it would be alone, and that was how it had to be.

Baloo was out there, far off over the water.  And Becky, and Molly.  They all thought he was a traitor, a scoundrel.  That was better - better that they shouldn't waste any tears on him.  At least he'd had that one hug, on the plane.  Even the thought of Baloo brought tears to his own eyes, though.  He blinked them back, desperately.  There was no place for tears here, and no compassionate hands to dry them.

"Ah, there you are!" Karnage's voice called over his shoulder.  Kit turned his face away, not wanting the red wolf to see his eyes wet.  "So my boy - you are back with the pirates now, yes-no?"  The Captain tied a red bandana around the boy's neck almost tenderly, then draped an arm over his shoulder.  Kit shuddered at the touch.  "You did well, my puny protege!  Happy?"

"Yeah." Kit whispered, a lifetime of agony clouding his face.  "Couldn't be happier..."

Kit had found his old bunk near the boiler room of the Iron Vulture to be unoccupied, but sleep would not come to him.  He tossed and turned, unable to escape the phantoms that haunted his mind.  His only solace was that he'd given his friends one more chance.  At least he'd done that much.

He wandered the halls of the massive airship for most of the night, a skeleton crew on duty.  Every inch of the vessel was filled with bad memories.  Memories of slaps to the face and kicks in the gut.  Karnage didn't approve of such things, per se, and always stopped them when he caught someone in the act of brutalizing his smallest crew member. That didn't stop the harassment from starting up again once his back was turned, however, and no one was ever punished for it.

No, there were no friends on this ship.  The dreams of adventure and excitement had given way to a reality of swabbing the decks, serving food in the galley and dozens of cold, uncaring faces.  He would leave these men behind him once again, someday.  Someday soon.

Finally, he had walked every hallway of the massive vessel and wound his way back to his bunk.  He picked up a three year-old magazine and went through the motions of reading for a while, and finally succumbed to exhaustion as the sun rose in the east.

The boy slept fitfully for the entire day, exhaustion overpowering even the masses of grief that cried to be felt.  He finally awoke with a start, looking around him in disorientation.  There was a loud explosion, and the walls vibrated violently.  Startled, he headed for the bridge to see what was happening.

The beak was open, and it was dusk outside the ship.  A strange machine of some sort was poised on the lip, and Karnage was standing gleefully next to it.  "What's going on?" Kit asked Dumptruck breathlessly.

The huge dog laughed.  "The Captain is poundin' the stuffin' out of Cape Suzette!"

"What?  Is he crazy?"

"Heh heh.  Yup!"

Heart in his throat, Kit ran to the beak and looked down. Sure enough, Cape Suzette lay below them - they'd gotten past the cliff guns somehow.  A horrifying sight.  He looked up and saw an even more horrifying sight - the machine, which even as he watched was shooting beam after beam of light to the city below, leaving rubble in it's wake, appeared to be powered by a red stone.  The very stone he had returned to Karnage's grasp.

"Ah, there you are my boy!" Karnage grinned.  "Come come!  Join the festivities!  Are you not glad to be up here on the winning side, instead of with that loser pilot?"  Kit nodded meekly.

The pirate named Gibber whispered something in the captain's ear.  "What?  They think to stop me with their puny-type planes?"  A hail of gunfire ripped through the beak, and Kit dove for cover, along with the rest of the pirates.  Karnage climbed into the controls of the weapon and began firing madly into the sea of attacking fighter planes that had appeared.  Kit watched in dull shock as they were cut to ribbons.  "I gotta do something..." he whispered, backing away from the horrors before him.

The cub fell to his knees and buried his face in his hands.  "What can I do?" he hissed.  Everything he'd done had turned out badly.  Every time he tried to help he made things worse.  It seemed to be his special gift.  Maybe the only good thing he could do would be to disappear.  How much more havoc could he cause, if he tried to help again?

"I'm sorry!" he whispered.  "Papa Bear, I'm sorry!  I tried... I tried to help, but I can't!  I always make things worse..."  Tears streamed down his face - tears of shame, tears of anger.  He had brought this devastation on himself - it was his fault.  He couldn't save anyone now - but he couldn't stomach what the evil men around him were doing either.

Kit crawled to the edge of the beak and peered over.  They were over the harbor, but perhaps only a quarter mile or less from shore.  He could swim that easily enough.  He looked up - the pirates' attention was focused out the front of the ship, twenty yards or so away from him.  Down there perhaps he would perish, caught up in the destruction of the city.  It would be fitting.  If not, there would be a plane, or a ship, to take him somewhere.  Anywhere far away from Cape Suzette.  Too far to do any more damage.

With a deep breath he pulled his airfoil out from under his sweater.  "G'bye Papa Bear." he whispered, and slipped silently off the Iron Vulture without looking back, his small form disappearing into the darkness.  None of the pirates on board noticed that their crew had decreased by one.

Louie's Place was truly as oasis - a respite from a mind-numbing landscape of unchanging blue water, brilliant azure sky frequently obscured by tropical storms, and long, boring cargo flights with nothing for company save the drone of engines.  And on this night, unbeknownst to those inside, it was a respite from something much worse.

A smiling brown monkey sat at the old piano, grinning widely as he played a rollicking Caribbean melody.  The large grey bear called Baloo gyrated wildly on the dance floor, a drink in one hand which sloshed messily onto the ground.  Louie was at his customary post behind the bar, eyeing the pilot with a look of sad bemusement as he lazily wiped down the counter in front of him.

"Ha ha!  Hey Louie, ain't this the life?" Baloo laughed.  "No bosses... no troubles... no obligations!" 

Louie shook his head sadly as he neatly flicked a speck of dirt off of the bar with a long finger, knowing the pilot far too well to be taken in by his show of bravado.  "Yeah Cuz - You keep sayin' that ever' five minutes, an' you'll believe it in a year or two!"

"Hey - it's true!" Baloo protested.

"Sure Cuz.  Yer happy as a clam." Louie smiled indulgently.  "A really, really fat clam!"

"This used to be a fun club!" Baloo grumbled.

"Hey Fuzzy - it ain't no business o' mine, but why don't ya just admit it?  Ya miss the kid-"

"Hey!" Baloo snapped angrily.  "What's ta miss - gettin' stabbed in the back?  I need that like a hole in the head!  An' who died an' made you so smart anyways?  Just get me another mango fizz and keep yer theories ta yerself, OK?" 

"Hey - yer the customer Baloo!  An' the customer's always right." Louie frowned.  He could forgive Baloo a little rudeness under the circumstances.

"Yessir - this bear flies solo from now on!" Baloo grumbled, slamming his empty glass down on a table.  "Ol' Baloo ain't gettin' fooled twice..."

Many miles way, across the dark water, the city of Cape Suzette was under siege.  Blast after blast from the Iron Vulture reduced buildings and bridges to piles of smoking rubble.  At Higher for Higher, Rebecca Cunningham huddled under the stairs, Molly trembling in terror on her lap.  Even the normally implacable Wildcat wore a look of profound fear.

Another flash lit the sky, and a rumble shook the wooden building.  "Mommy, I'm scared!" Molly wailed.

"I know Sweetie." Rebecca cooed, gently rocking the girl on her lap.  "Everything's going to be fine, we're safe here."  ~I hope...~

"I wonder how those pirates got past the cliff guns." Wildcat mused.  "Usually every time they get close - pow!"

"I don't know, Wildcat." Rebecca sighed. "They've obviously got some kind of new weapon."  She had a pretty good idea about that weapon, but it was too horrible to think about.

"I wish Baloo were here!" Molly whined softly as another explosion rocked the building.

"I know Honey, me too." Rebecca whispered.  "And Kit..."

"He's mean!  He hurt Lucy, an' helped the pirates!" Molly spat.  "He's a big poophead!"

Rebecca chuckled in spite of herself.  "I know it looks that way, Honey."

"That don't sound like Kit." Wildcat said dubiously.

"Molly - I know what Kit did was bad, and I know it looks like he helped the pirates but... Molly, just listen to Mommy, OK?  Kit's a good person.  I don't want you to... remember him... any other way."

"But Mommy, he hurt Lucy!"

"I know." Rebecca sighed wearily, as the sky was lit by red fire again.  "But I know he had a reason for what he did, Molly... I - I can't tell you what, because I don't know exactly... But Mommy knows a lot of things, and I know Kit's a good person.  Promise me you'll think about him that way Molly." she said insistently, unsure why this was so important to her - especially now...

"Yeah Mollycat.  Kit's a good kid, I know it." Wildcat nodded.  "I ain't never wrong about these things!"

Molly stared at her mother for a long moment, trying to puzzle out some reason why this might be another grown-up trick - a lie to make her feel better.  The look in Rebecca's eyes told her otherwise.  "OK Mommy, I believe you." she said softly, and it was true, but somehow she felt worse for it.  "I miss him." she whispered as a tear rolled down her cheek.

From his office, Shere Khan watched the devastation going on in the city around him with growing apprehension.  Clearly, this would not do - not only was the city - _his_ city - being smashed to bits, if word ever escaped about the real source of Karnage's weapon, he himself would be blamed.  His reputation, at the very least, would be tarnished, and at worst he could be forced to pay for repairs...

"What are we going to do?" the rabbit called Dr. Debolt gasped as he watched the lightning gun rip through another building.

"Cut our losses." Khan hissed, picking up the phone.  "Yes - radio to Don Karnage, aboard that - thing.  Inform him that I wish to meet him on the roof in five minutes.  Tell him it's to discuss terms..."

"The explosions have stopped..." Wildcat said softly, as he and the two bears sheltered under the desk at Higher for Hire.

"Maybe they ran out of... ammunition, something..." Rebecca hissed helplessly.  The lull in the noise had allowed the exhausted Molly to fall asleep in her lap.  "I don't hear any planes, either.  It doesn't sound like they're under attack..."

"Well well, if it is not the biggest-type fish in the Cape Suzette sea!" Don Karnage said derisively as he stood on the roof of Khan Tower, a dozen yards or so from Shere Khan himself.  Each was flanked by several armed associates, and the Iron Vulture hovered overhead.  "What is it, you financiering fool?  I am wasting valuable pillaging time..."

"I propose a deal, Karnage."  the tiger said coolly.  "One that will serve both our best interests."

"I do no' see that you are in a position to discuss a deal, my stripe-ed friend!" the red wolf sneered.  "When it comes to the cards, I am the one who is doing all of the holding, yes?"

"So it may appear, my good Sir." Khan purred.  "However, a thorough review of the facts would seem to indicate otherwise.  Indeed, you have the upper hand as of this moment.  However, you have seen only a tiny portion of what Khan Enterprises has to offer.  I have hundreds of planes, all over the south Pacific.  They have been summoned, and are on their way here even as we speak.  You may shoot down a good many of them Sir, but there are limits even to the technology you have - acquired - from me.  Sooner or later you will be destroyed."

"You are bluffing, my feline friend!" Karnage growled, a little tentatively.

"I do not _bluff_, Mr. Karnage.  And if that were not enough, I have my very best scientists at work even now developing a counter to the weapon in your possession.  The same scientists who developed the weapon itself.  They will have several options shortly, I am certain.  Again, only a matter of time."

"Then I say, be taking your best shot, yes-no?" the wolf sneered.  "If all this is true why are you doing the negotiating with me, yes?"

Khan looked at the pirate with disdain.  "Because you are indeed in a position of strength - at this moment.  Because I would prefer this matter settled sooner rather than later - for several reasons.  I am certain you are aware, Sir, that Khan industries is worth several billion dollars.  I might perhaps be persuaded to - purchase - the lightning gun back from you, in addition to certain other concessions.  It is either that, or you see how much you can stuff in you pockets before your weapon is destroyed and you flee the city in flames.  I think my way is better, wouldn't you agree?"

"Why, stripe-ed one?  Why should I trust you - and why should you want such a deal?"

"Why indeed?  I always keep my promises, Mr. Karnage - and I never go back on a deal.  Besides..." the tiger said, almost whimsically, "In this instance I believe that I could pay cash.  And, given the extensive nature of the damage you have already caused, someone will need to be contracted to rebuild, will they not?  Someone, perhaps, who holds monopolies on all of the constructions and building materials companies in Cape Suzette?"

Karnage smiled in spite of himself, beginning to wonder which man on that roof was the real pirate.  "You have captured my attention, Mr. Khan.  Now then - as they say, wine and dine me - sweep me off my feet, yes?  Excellamundo!"

"Indeed.  Before we begin, Dear Sir, let me make one thing clear - As I told you, I never go back on a deal.  However, any agreement that is broken by the other party, well... That's no longer a deal then , is it?  I dislike broken deals, Mr. Karnage.  They make me angry.  I am not a good man to anger.  Am I making myself clear?"

"Clear as the frozen-type ice, my feline friend." Karnage hissed.  The two men strode closer to each other, each wearing an expression hard as diamonds on their faces.

"Man - you guys hear what happened in Cape Suzette last night?" the floppy -eared dog in the black flight jacket said as he sidled up to the bar at Louie's place.

"Cape Suzette?" Baloo hissed, sitting bolt upright from his perch several stools down.

"Naw Cuz - what went down?" Louie asked, glancing sidelong at Baloo.

The dog shook his head.  "Weirdest thing!  The air pirates - that guy Don Karnage, the one with the big airship?  They got past the cliff guns and just started rippin' the heck outta the whole city!  They had some kinda new weapon...  Gimmee a cup o' coffee, woulda Louie?"

"How do you know all this?" Baloo said menacingly.

The dog arched an eyebrow at him in surprise.  "I was there, friend!  And you didn't let me finish my story.  Thanks, Louie.  Anyways, this weapon was shooting some kinda beams of light or somethin' - ain't never seen anythin' like it!  One shot could take out a whole building,  I saw the whole thing, I was in my plane over at the docks."

"Then what happened?" Louie asked intently.

"Well, it was the weirdest thing!  After a while, the pirates just stopped shooting!  The airship was hovering over downtown for a while, then they turned tail and took off!  Can't figger it out...!"

Baloo banged his fist on the bar.  "That little...  I told ya Louie!  Didn't I tell ya?  The little traitor - I hope he's happy now!"

"Wait just a sec', Cuz - you don't know-"

"Aw, never mind!" Baloo growled.  "Hand me the radio, wouldya Louie?  I gotta make a call..."

"Hallo?  Who is this?" Wildcat shouted into the microphone.

"Wildcat - That you?  This is Baloo!" the pilot's voice called from the speaker.

"Hey Baloo -how ya doin', Man?" Wildcat grinned.

"_I'm_ fine Wildcat!  How 'bout you?  Is everybody OK over there?"

"We're all fine, Baloo.  Don Karnage was here last night, Man - he blowed up a bunch o' stuff - pow!"

"I know, Wildcat." Baloo answered patiently.  "But yer OK?  How're Becky an' Molly?"

"Oh they're fine Baloo.  Ree-Becca's outside cleanin' up now, I'll go get-"

"No!" Baloo shouted.  "Don't - don't bother her, OK Wildcat?  She's busy... I just - I just wanted ta make sure she was OK..."

"When ya comin' back, Baloo?"

"I'm not, Wildcat.  I'm not.  You take good care o' yerself, OK?  And take good care o' Molly an' ol' Beckers too..."

The lion frowned.  "If you say so, Man.  What about Kit?"

"Horse feathers!  Why's everybody keep askin' about that little pirate?  Ain't he done enough damage already?"

"But Baloo-"

"But nuthin'!" the pilot snapped.  "Wildcat, I'm gonna go.  Just take care, OK?  Maybe I'll see ya around sometime."

Wildcat scowled angrily.  "Like, whatever Baloo.  See ya around."  He dropped the microphone and walked outside, shaking his head.

"What's that Mommy?" Molly asked brightly, as a black and grey seaplane approached low across the harbor and splashed in for a landing at Higher for Hire.

"That's our new plane, Sweetie!  Isn't it nice?" Rebecca grinned.  "The man said they should be able to deliver it today."

"It's real nice, Mommy.  But it's not as pretty as the Sea Duck."

"Oh, I know Molly - but maybe we can paint it, or something." Rebecca sighed.  Molly was taking her sweet time in getting over Baloo and Kit's absence.  So was she, of course, and she knew it - even though they'd only known the boys for a couple of days.  She couldn't stop thinking about Baloo's face when he left, the pain in his eyes.  Even worse, about Kit, alone out there with the pirates...

She shook her head quickly, as if it might shake the images loose and they'd fall to the ground.  "The main thing is, it's a better plane, Molly.  The Sea Duck was kind of old, and rickety."

"What's rick-ty?"

"Oh, that means liable to break down, you know." Rebecca smiled as a goose in a blue jumpsuit hopped down onto the dock and approached her with a clipboard.

"Rebecca Cunningham?"

"Yes, that's me, I'm the-"

"Sign here Ma'am." the goose said stiffly. " All yer registration documents and manuals are in the glove box in the cockpit.  That's right, sign here and here, and initial on the 'X'."

"What's this plane called, Mommy?" Molly asked, examining the craft with a critical eye.

"It's called a Drummond P-27 Molly!" Rebecca replied, signing the delivery order in several places.

"I like 'Sea Duck' better!" the yellow cub grumbled.

"Here's your keys, Ma'am." the goose said, tipping his cap.  "Have a nice day."

Wildcat emerged from his workshop, wrench in hand, and walked over to examine the aircraft.  "So, this is like, the new plane, huh?"

"It sure is Wildcat.  Pretty impressive, eh?  We'll really start to generate some business now!"

"Uh, right." the mechanic nodded.  "Geez Ree-becca - I sure wish you'd let me check her out before ya-"

"Oh, nonsense!" the bearess scoffed.  Truth be told, she still harbored some doubts about the strange man before her and his ability to fix an airplane.  "It's only three years old, practically brand new!  And it came with a certificate of inspection."

"Oh, that's different.  Uh - who inspected it?"

"The mechanic at the dealership of course."

"Oh!  Yeah, right." the lion nodded.  "Like, was it expensive?"

Rebecca frowned.  "Well - Baloo's gold was just enough to cover the value of the Sea Duck, and this one was a bit more...  But I just figured, what an opportunity, to get a newer plane, less repair expenses and all.  I just borrowed a little more from the bank."

"Sounds great Man." Wildcat said absently, climbing onto the wing and prying open the engine cover.

"Mommy - who's gonna fly the new plane?" Molly asked.

"Well, we just need to find ourselves a new pilot Sweetie!  I placed an ad in Flyboy magazine, and the 'Tribune', so we should-"

"Kin Baloo fly it?" the cub asked hopefully.

"Now Molly, you _know_ Baloo's left, he's not-"

"Why?" Molly pouted, sticking out her lower lip.  "Why don't Baloo wanna live here no more?"

"_Doesn't_, Molly.  Why _doesn't_ Baloo want to live here _any_ more..." Rebecca sighed.

"I just asked _you_!" the girl shouted.

Rebecca bent and scooped the cub into her arms.  What _could_ she tell her?  Could she possibly understand?  "He just can't, Molly.  Now come on, let's go look at our new plane!"  She carried the little girl into the cockpit as Wildcat continued to tinker with the starboard engine.

"Hey Baloo!" the strapping young bear called with a wave.  He wore a leather bomber jacket festooned with numerous ribbons and medals, and a white scarf.  "What're you waiting for?"

"Comin' Horace!" Baloo yelled, running to catch up with the pilot.  Something seemed wrong - he was huffing and puffing - he'd never had any trouble keeping up with Horace before!  The young man smiled impatiently, standing on the edge of the docks.  "This'll be great!"

"Sure it will, Little Britches!" the young man smiled at him.  That was wrong too - why wasn't Horace looking down at him?  He seemed too short, or was Baloo too tall?  "We'll finally be together, forever.  It'll be great!"  He took off down the water at a brisk walk, Baloo still breathing heavily as he followed behind.  "I promise..."

"We're gonna fly together, right Horace?  I'm a great pilot, I already know how to - Horace?"  Baloo looked around, panicked.  Where had his brother gone?  He was alone!  He looked around, disoriented.  He was standing in a broad, featureless expanse of white.  There was nothing - no one - in sight.  "Horace!" he screamed.

"Over here Little Britches!" his brother's voice called.

"Where?" Baloo shouted desperately, spinning so fast he became dizzy.  "Where are ya?"

"Here I am, Baloo!" a voice called, but it was strange, different.  Baloo stumbled along, trying to follow the voice, feeling desperately alone.  

"Where are you?" Baloo screamed, stumbling and falling.  He opened his eyes, and he was back on the docks, a signal buoy ringing gently out on the water.

"Baloo!" a high-pitched voice called.  "Over here!  What's takin' ya so long?"

Baloo glanced behind him, where Kit stood, an expectant grin on his face, a few yards from the door of Baloo's Air Service.

"_There_ ya are, L'il Britches!" Baloo gasped.  "I was gettin' worried..."

"This'll be great!" Kit smiled, turning and walking towards the building.  "We'll finally be together forever.  I promise..."  the brown cub opened the door and stepped through it.

"I'll teach ya ta fly, L'il Britches, we'll have fun, you'll see!" Baloo called, stepping through the door. He stopped in his tracks, jaw agape.  He stood once again in the vast empty expanse of white.  He spun quickly, but the door was gone - there was no escape.  "Kit  Where are ya?" he screamed.

He spotted something in the distance that he hadn't seen before, a splash of yellow in the white expanse.  He ran towards it, breath coming in hollow gasps as he exerted himself.  As he drew closer, he realized that it was an airplane - his plane, the Sea Duck.  He felt a moment of relief at the sight, and with a renewed burst of energy sprinted the last few dozen yards.

Hands on knees, he gathered his breath, then opened the door and pulled himself into the cockpit.  "What the-" he gasped.  It was empty - the controls, seats, everything, were gone.  It was a hollow shell.  With an angry growl he kicked open the door to the cargo hold, but that was empty too.  The  plane was nothing but a metal frame, with nothing inside.  Baloo felt hot tears on his cheeks.

Wait - not quite nothing.  There was a small box, he'd missed it before.  He stumbled over to it, heart beating rapidly, and picked it up.  He yanked the lid off quickly, and stared wordlessly at the contents.

"No...." he whispered finally, reaching inside the box.  All it contained was a small blue and red baseball cap and another, smaller box.  Tucking the cap under one arm he opened the small box, inside which were several medals and ribbons.

Baloo closed his eyes tightly, the boxes falling to the floor of the hollow plane with a loud clang.  With a shriek of frustration he hurled the baseball cap against the wall and jumped out of the plane, looking around him desperately, hoping that the scene had changed, but he still stood in the barren sea of white, alone but for the yellow aircraft next to him.  "Heyyyy!" He yelled at the top of his lungs, but there was no response but silence.  He banged his fist against the hull of the plane over and over, feeling pain welling in his hand but not caring.

"Hey!"

"What?" Baloo gasped, feeling hands shaking his neck.

"Fuzzy!  Take it easy on the dinette, Man!"  It was Louie, staring down at him with a mix of concern and irritation.

"What the heck..." Baloo hissed, his mouth dry.  He looked around him - the club was deserted but for himself and the red ape next to him.  His right hand was balled into a fist, and ached sharply.

"That musta been some dream, Cuz!" Louie said softly.  "You was beatin' the heck outta my table, and yellin' too."

"Where is everybody?" Baloo whispered, feeling his heart slowly calming in his chest.

"Club's closed, Man.  Why don't you head upstairs and get some more shuteye?"

"Yeah, shuteye..." the pilot nodded, unsteadily getting to his feet and walking slowly towards the stairs.

"Any chance o' you payin' yer tab soon, Fuzzy?" Louie called behind him.

Baloo turned. "Yeah, my tab... I kinda spent all my dough on the Sea Duck Louie, I guess I-"

"Never mind, Cuz." Louie sighed wearily.  "You look terrible, get some sleep."  The grey bear nodded and slowly walked up the stairs.

Louie watched his back until he disappeared into the upstairs hallway.  The ape tossed his apron on the bar and blew out the last of the tiki torches.  "That boy's seriously messed up, Man..."

Rebecca Cunningham had five and a half years of business school training under her belt, and she knew her way around a balance sheet.  In all of her experience, however, she'd never seen anything that could compare to the financial mess that had been Baloo's Air Service.  Unpaid maintenance bills, uncollected accounts from customers, no cash on hand... She'd known the business was in bad shape, but nothing had prepared her for this...

"Hey, Ree-becca!" Wildcat called cheerfully as he walked into the office.  "I've been playin' around with like, the new plane an' everything, checkin' her out-"

"Yes?" Rebecca interrupted.

"Well, see... There's a few problems-"

"Problems?  That's impossible!  It's a brand new plane!  Well practically-"

"Oh yeah, right!" Wildcat grinned.  "Only, some of the parts aren't new, I guess.  Maybe they put some old parts in her, or something..."

"Wildcat, what are you talking about?" Rebecca sighed.

"OK, well - the carburetors are great, OK?  Except, like, the one on the port engine is really really bad."

"What?  That's impossible!"

"Uh right, impossible." Wildcat nodded solemnly.  "It looks really great, Ree-becca - it's all shiny, an ever'thing, real nice!  Only it's all clogged up, and a lot of the insides are corroded away."

"Corroded?" Rebecca frowned.  "Well, can you fix it?"

"Oh! Uh-huh, except I can't."

"What?  Why not?  You're supposed to be the mechanic!  So... mechan - or whatever you do!" 

Wildcat smiled patiently.  "OK, but like, once the corrosion is that bad, you can't really fix it, or anything.  Oh!  There's one thing you can do!"

"And what's that?"

"Buy a new one!" the mechanic grinned.

"A new one?!?  Listen, Wildcat... I'm sure you're a terrific mechanic and everything, but that plane was inspected by some very qualified people and they said it was just fine.  Isn't is possible you've made a mistake?"

Wildcat shook his head firmly.  "Nope, no way, uh-uh!  She's bad, yer gonna have to replace her.  If ya don't you could lose the whole engine.  Once the carbs are corroded-"

"Fine, fine!" she sighed.  "I'm sure you're right, but in the meantime why don't you just go ahead and do what you can with what we have, all right?  You're a good mechanic, I'm sure you can do something."

"But Ree-becca-"

"Wildcat, I'm very busy!  I'm sure everything will be just fine."  Shaking his head sadly, the mechanic left the office, leaving Rebecca to return to her paperwork.  Imagine, needing a new carburetor in a brand new plane!  She'd have to keep on eye on him, make sure he knew what he was doing...

"Hey Fuzzy!" Louie called to Baloo as he stumbled down the stairs.  "You look like somethin' the cat dragged in - and then threw out!"

"Mornin' Louie." the grey bear yawned, plopping down at the bar.  "Howzabout some coffee?"

"Mornin'?  Try afternoon, Cuz - it's two o'clock!"

"Hey - so I slept in!" Baloo muttered blearily.  "If I don't get my twelve hours, I'm just not myself!"

"That'd be a shame!" the ape mumbled, pouring a mug of coffee.  "How many Rum Sizzlers you have last night, Man?"

"Just two!" Baloo scowled.  "What is this - you got a photographer from 'Good Divekeeping' comin' in or somethin'?"

Louie propped a foot on the bar and stared at the big bear.  "Fuzzy, we known each other how long - fifteen years?"

"Jeez - has it been that long?" Baloo asked.  "Kinda makes a bear feel old..."

"Cousin, you listen tight, hear me?  I ain't never seen ya like this, Man!  You gotta rattle yer cage, do somethin' different-"

"You kickin' me out, Louie?"

The ape sighed wearily.  "Naw - even though I wouldn't mind if ya least paid yer bar tab!  Cuz, if it's the kid, if that's what's botherin' ya-"

"Dangit Louie, why ya keep bringin' that up?  I tol' ya that boy's dead ta me.  He don't exist!  Understand?"

"Yeah Cuz.  He don't exist." Louie said stiffly.  "So what ya gonna do then, Man?  Gonna hang around here an' sit on yer duff forever?  It's been three weeks!  Why don't you go somewhere, get yerself set up in business again?  Get yerself a place..."

"Yeah well, the thing of it is, Louie, I ain't got no money left." Baloo said quietly.

"Then get a _job_, Man!  You got a plane, yer a pilot!  You do the math!  There's plenty o' gigs out there fer guys with their own plane, Baloo!"

"Yeah Louie, yer right!" Baloo nodded.  "There's jobs out there.  I'll get me fixed up with somethin' real soon.  Yessir, real soon!"

"Sure Fuzzy." Louie sighed.  "Real soon..."

"What?!?!  You just _gave_ them the cargo?" Rebecca cried.  "Why that's... How..."

"I'm sorry, Miss Cunningham." her new pilot, Mr. Quillen, replied.  The porcupine sat meekly across the desk from the now fuming bearess.  "You pay me to fly goods, not risk my life trying to evade air pirates."

"But - but - My insurance doesn't cover pirate attacks... Oh my!  What happened, exactly?"

"Well, I was flying the bowling balls to North Brunswick, like you said.  A whole bunch of pirate fighters appeared, and there were no shore patrol planes anywhere nearby.  They ordered me to land-"

"So what did you do?"

"I landed."

"But, but..." she sputtered.  "Didn't you take evasive action?  Try to lose them?  Anything?"

"Like I said Miss Cunningham, you pay me to fly, not to risk my life.  So I landed, and they took the cargoes-"

"_All_ of them?" she gasped.

"Yes Miss Cunningham."

"Oh dear..." Rebecca sighed.  "I was really counting on that money.  I don't understand how pirates can just attack people in broad daylight like that!"

"Well they did!"

"Yes, thank you Mr. Quillen.  Why don't you run along home now and get some rest, I'm sure you must be very tired after your ordeal." Rebecca mumbled, feeling suddenly very tired herself.  There hadn't been any mention about air pirates in business school...

"Hey, Wiley Pole!" Louie called.  "What's shakin', Man?  Ain't seen you in these parts fer weeks!"

"Hiya Louie, Baloo." Wiley nodded gruffly.

"How's tricks, Wiley?" Baloo asked his old friend.

"Not too good, Baloo." the grey dog snorted.  "Pirate Attacks been increasin' all around these parts, and the shore patrol ain't been doin' nothin' ta stop 'em!  Business fer all us free-lancers is pretty bad."

"Yeah, that's what I been hearin'!" Louie nodded grimly.  "Well, what about Khan's boys?   It ain't like ol' stripes ta let his shipments get harassed without payin' back with interest!"

"That's the weird thing, Louie!  Khan's planes are gettin' through, no problem!   So as long as his cargo planes ain't takin' it on the chin, he ain't sendin' his fighters into the line o' fire.  Meanwhile the rest of us are left holdin' the bag."

"Sounds rough." Baloo nodded sympathetically.  "I have a little experience with air pirates myself..."

"Uh, Miz Cunningham?  I think ya better come out here..." Wildcat said, poking his head into the office.

"What is it now?" Rebecca muttered, throwing up her hands.  A long, grim morning with the books already had her in a foul mood.  She followed the mechanic outside, where her pilot was jumping down onto the dock as Wildcat climbed onto the wing.  The port engine was emitting an acrid brown smoke.

"What happened, Mr. Quillen?" she asked warily as the porcupine shuffled along the dock towards her.

"I don't know, Miss Cunningham.  The port engine died about forty miles out, no warning at all."

"Wildcat?"

The mechanic poked his head around the hatch.  "It's the carburetor, Ree-becca.  I told ya she was gonna go..."

"Terrific!" she seethed.  "Well, how much will a new carburetor cost?"

"Jeez, I dunno, I guess about two hundred." the mechanic replied, scratching his head.

"Two hundred?  As much as that?  Darn!  Well, I suppose we have no choice - do we?"

"Yeah, uh-huh.  Except, like, the whole engine's blown now, Ree-becca.  I told ya that was gonna happen.  So yer gonna need a new one."

"What?!?  A new engine?  Wildcat, are you sure?"

"Does a cat have feathers?" the mechanic replied somberly.  "Yep, I seen it a million times Man, carb goes, the engine overheats... Pow!  I told-"

"Yes, yes I know, you told me!" she snapped.  "So then - what does a new _engine_ cost?"

The mechanic squinted thoughtfully.  "Well, lessee... I guess, on this baby... about four thousand."

"Four _thousand_?  We'll just see about that!" she hissed, spinning on her heels and heading into the office.

"What do you mean, it's not covered?  I have a warranty, an inspection certificate!" Rebecca bellowed.  "What do you mean, not factory installed?  It was on there when I bought it!"

"Tell 'em it went pow!" Wildcat added helpfully.

"What?  The fine print, wait, let me see..."  The bearess pulled out the warranty on the P-27 and scanned it carefully.  "'On used aircraft, all repairs and or replacements of parts not the explicit  manufacture of Drummond Aviation are the sole responsibility of the purchaser.'  So what does that mean?  You can't be serious!"

Rebecca ran a hand over her face wearily.  "You didn't tell me that when I bought this piece of junk!  What do you mean, 'I didn't ask'?  How dare you?  Yes - you better believe it!  You'll be hearing from my attorney!"  She slammed the phone down angrily.

"So when do we get the money fer the new engine, Man?" Wildcat grinned.

"We don't!" Rebecca hissed.  "Those shysters tricked me, but I don't know if there's anything I can do about it... Apparently because the engine isn't made by the company that made the plane itself, it's not covered.  Damn!  I should've been more careful!"

"Well, whadda we do?  Like, she can't fly with one engine!"

"I know Wildcat, I know..." she sighed.  " I can't possibly borrow any more from the bank - I'm up to the hilt just paying for this hulk!  And with the lost cargoes, we don't have anything like that much cash on hand!"

"Oh well, you'll thinka something!" the mechanic said cheerfully.  "See ya later Man!"

She watched him go, then lay her head down on the desk wearily.  There was only one person she knew that she could ask for money - and she wasn't going to do that, not in a million years.  "What am I going to do?" she sighed.  "I suppose I could hire a pilot with his own plane, use that until we make enough for the new engine..."

Baloo rolled over in his bed, thrashing the covers about angrily.  Another sleepless night - but he wasn't about to admit to Louie what his reasons were for stumbling downstairs later every day.  He rolled onto his back and stared at the ceiling of the small room, tucked away in a corner of Louie's top floor.  A faint whisper of moonlight drifted in through the window, providing scant illumination inside the little room.

Louie - he was going to be a problem, sooner or later.  It was getting harder and harder for Baloo to look his old friend in the eye.  He was going to have to make a move soon, somewhere, somehow.  But where?  With a sigh the grey bear sat up in bed.  The last several weeks had felt like years to the pilot.  The years before blended into a blur of sameness, monotony, but those last weeks...

Baloo grabbed his duffel bag from the corner and picked it up..  Rooting through it, he pulled out the red and blue baseball cap.  It was the first time he'd looked at it since he'd left Cape Suzette.  "Why did you take it out now?  What's the point?  It's just an old hat!"  The big bear lay back in the bed, the cap still clutched in one massive paw.

"So what now?" he mumbled to himself.  Louie's was running out of it's charms, that was obvious.  He had to leave before he totally alienated the one friend he still had.  But where?  And to what?  And why couldn't he stop thinking about that stupid kid?  He'd only known him for a few days - what was the big deal?  The kid made his choice, and now he had to live with it.  It was no concern of Baloo's...

Baloo hurled the cap against the wall angrily.  He'd gone against every rule he'd lived by for the last twenty years by asking Kit to stay, by... By what?  By opening himself to him.  Why should it be a surprise that things had turned out the way they had?  Hadn't he learned anything from his experiences?  Not enough, apparently.

As Baloo lay in bed, he had a strange thought, clear as a bell and dead certain - he was miserable.  He hated every day, and he hated every night even more.  Whatever he was doing now, it wasn't working.  He rolled out of bed and walked over to the window, staring down at the Sea Duck glowing a pale yellow in the moonlight on the water below.

The Sea Duck.  His Baby.  It was a comfort to see it there, solid and unchanging.  He'd almost lost it.  And now it was all he had.  He thought back in his mind... ~When was I happy?  Was I ever happy?  When was life not a chore, a burden?  What used to make me smile?~

With a weary sigh he collapsed back into bed and closed his eyes.  Tomorrow when he woke up he'd have to do something different, make a change.  He still had his plane, at least.  A germ of an idea began to grow in his mind, slowly but surely.

"Mommy, where's Mr. Quillen?" Molly asked brightly.  "I ain't seen him for three whole days!"

"You _haven't_ seen him, Molly!" Rebecca corrected absently, scratching out something on a sheet of paper in front of her and writing something in it's place.

"Why do you keeps telling me stuff I just said?" the yellow cub asked angrily.

Rebecca sighed.  "I had to lay Mr. Quillen off, Honey.  Just as well, I don't think it was working out too well anyways..."

"Why, Mom?"

"Molly, Mommy has to finish writing this ad, OK?  I need to get it into the paper today.  Go play with Wildcat."

The little girl frowned stubbornly.  "Mom, what's wrong?  The plane's just sittin' out there, and 'lay off' means fired, right?"

Rebecca set her pen down wearily, wishing as she sometimes did that she had a less perceptive child.  "Molly, the plane is - broken, right now.  Mommy just needs to have it fixed, all right?  Until then I'm looking for a pilot with his own plane to fly with us for a while."

"But - what's wrong with the plane?  Is business real bad?"

"Molly, everything will be fine!" Rebecca sighed wearily.

"That's what grown ups always say when something bad is gonna happen!" Molly scowled.  

"Come here Sweetie." Rebecca smiled, and he daughter crawled into her lap.  "You're right Molly - Mommy's had a few problems.  We can't afford to fix the plane right now, but everything will work out.  We just need a pilot with his own plane for a while, and we'll make plenty of money to fix the plane and everything will be OK.  Don't worry!"

"Are you sorry we left Winger City, Mommy?" Molly asked quietly.

Rebecca closed her eyes tightly.  _Was_ she?  Molly had a way of asking just the right questions... Or the wrong ones.  "Molly-"

The door burst open and Baloo stormed through, carrying a large duffel bag which he promptly tossed onto the floor with a grin.  "I dunno what that bucket o' bolts ya got parked out front is Beckers, but it sure don't look like a plane ta me!" he bellowed.  "And what didya do to my office?"

"Baloo!" Rebecca gasped., slack-jawed.

"Baloo!" Molly squealed, sliding off of her mother's lap and leaping into the pilot's arms.  "You came back!"

"Sure did Pigtails!" the grey bear smiled, but a look of sadness flashed in his eyes as he held the girl.  "Howz tricks, Becky?"

"Uh - f-fine!" she stammered.  "What in the world are you doing here, Baloo?"

The pilot set the grinning Molly down and sidled over to sit on the desk.  "What - a bear can't stop by and see old friends?  How's business?  I see you bought a new plane - who's flyin' her?"

Rebecca noticed as the bear moved closer that he looked tired, drawn.  Hie eyes were bloodshot and puffy, and he seemed lacking the overpowering vitality he'd had before.  "Well - right now no one, Baloo.  It's got a blown engine.  I suppose I should have taken your recommendation about Wildcat's talents to heart..."

Baloo frowned.  "Always listen to yer mechanic, Beckers.  'Specially one as good as Wildcat.  Suppose I shoulda told ya that.  I guess there's a lot o' stuff I shoulda told ya..."

"Baloo, is Kit with you?" Molly asked hopefully.  Rebecca's jaw dropped.

Baloo scowled angrily for a moment, then looked away quickly.  "No, Molly.  So Becky - if yer plane's grounded I guess business ain't too good, huh?"

"I guess not Baloo." Rebecca said coldly.  "I suppose that makes you happy?  Miss Smarty-pants can't make money-"

"Becky!  You think I'm happy about that?" Baloo hissed.  "That ain't fair - I never wished ya no bad luck, did I?"

Rebecca sat back in her chair with a sigh.  "I suppose not, Baloo.  But why are you here, now?  It's been over a month - what have you been doing?"  She didn't dare ask the one question she wanted to, but the pilot's silence on the subject was all the answer she probably needed.

"Oh, just been hangin' out at Louie's, yaknow." Baloo replied a little defensively.  "So - you and Pigtails still livin' here, or what?"

"No Baloo - we got an apartment the first week we were here."

"Good, that's good.  Sure it's real nice." Baloo nodded absently.  "Listen Becky - Louie's was OK, but... I just got sick of it, of - everything.  I'm sorry to hear about yer troubles, believe me but - you wouldn't by any chance be needin' a pilot, wouldya?"

"Yay!" Molly cried.

"A - pilot?" Rebecca whispered.  "As a matter of fact I do, Baloo.  I assume you've still got the Sea Duck?"

"Natch."

"Well, I'll be honest - I haven't got the money to fix the plane - it needs a new engine.  And I have a backlog of orders that are waiting to be delivered.  If you're willing you can start this afternoon - you can even move back in here.  I'd be lying if I said I wasn't thrilled to see you."

"Thanks." the pilot grinned.  "Sounds great-"

"Baloo!" she interrupted.  "I've been honest with you - now be honest with me.  Why do you want to come back here, now?  You've got your plane, and you seemed awfully anxious to get away from here before-"

"I dunno Becky." the pilot sighed.  "And that's the truth - I dunno.  I thought just bein' out there, doin' nothin' would be all I needed, but...  I just dunno.  Things are different, somehow."

"Baloo, I think we know why." Rebecca said gently.  "I think-"

"Yeah, whatever!" the grey bear snapped.  "I'm here, and that's enough ain't it?  You need a pilot and a plane, and that's me and the Duck.  So gimme the shippin' orders and clear the decks.  Baloo's Air Service is back in business!"

"Uh, Baloo - that's 'Higher for Hire'!"

"Oh - yeah!" Baloo winced.  "Y'know, now that I had a few weeks ta think about it - I still don't like that name, Beckers..."

Baloo set the dishes in the sink with a sigh.  It was strange, being back here in the old wooden building.  So many years, day after day, night after night he'd passed his life away here.  He'd only been gone a matter of weeks, and it was all different.

Odd, the way life seemed to save up momentous events and then throw them at you all at once.  He'd had years of mundane sameness at this place, and they'd been followed by a few days of blinding turmoil.  That had been followed by the proceeding several weeks at Louie's, where each day pretty much blended into the next.  And now today - his life upside down, yet again.

He'd have never wanted to admit it, but it had actually felt good to be working out in the sun, loading and unloading the plane, flying from port to port.  It made him realize how rarely he'd flown in the last weeks.  It had been nice to see the cliffs off in the distance too, after that last delivery.  Returning home, as he had so often in the past.

It had been a pleasant evening at Higher for Hire, with Molly and Wildcat chattering away, and Rebecca 's good-natured barbs hadn't even bothered him too much.  It was nice.  When he let his mind drift he had almost been able to imagine that he was happy.  Then Rebecca and Molly had gone home, and Wildcat had retired to his quarters, leaving Baloo alone.

That should have been more than comfortable - how many nights had he spent here in that building alone?  In reality though, as soon as the others had gone Baloo had begun to get a sick feeling in the pit of his stomach.  He looked around him as he set the dishes down - the whole place was different, redecorated, cleaner.  But that wasn't really the problem.

The pilot trudged over to his old easy chair and collapsed into it with a sigh.  Just why _had_ he come back here?  What was he looking for?  It was as if all of his emotions had been moved around while he was gone, and he couldn't find anything where it was supposed to be.  Everything was different.  The old wooden building was quiet and empty, as it had been for so many nights in the past, but it was different - somehow, he'd never really noticed that before.  This wasn't going to be easy - but then, nothing was ever easy anymore.

"You're late, Baloo!" Rebecca frowned as the pilot trudged through the door.  "That's twice, and you haven't even been here a week!  I hope this isn't going to be a chronic problem!"

"Hey - no sweat Boss-Lady.  Ol' Baloo's always been known fer bein' on time.  I just ran into a little turbulence, that's all." the pilot scowled, tossing his hat onto the table and heading for the kitchen.

"I hope so..." she hissed.  "I have four more shipments for tomorrow, Baloo.  You'll need to get an early start!"

"Four?!?  Tomorrow's Saturday, Beckers!  I never flew on Saturday before! Cantcha gimme a break?"

"Well, I'm sorry Baloo, ,but I had to promise Saturday same day delivery to stand out from the competition.  We've got a lot of ground to make up financially and not much time to do it."

"Yeah yeah, money money money, that's all you business types care about.  I'm gonna be doin' all the work, and I'm never gonna see a penny of it!" the grey bear growled, sitting at the table with a platter of food.

"I'm sorry if the schedule's too demanding Baloo." Rebecca said coldly.  "I know what a fine businessman you are, if you have a better-"

"Never mind!" the pilot hissed.  "I get yer point - you don't hafta stick it up my-"

"Baloo!"

"Anyways, I'm too tired to fight about it Becky.  So just drop it, OK?"

Rebecca stared at the big bear for a moment.  He was a strange one - she'd only known him for two days before he'd taken off - after rescuing her from the air pirates, of course.  His moods and subtleties were still a mystery to her.  Yet on some level it felt like she knew him well, like an old friend.  

She set down her papers and walked over to the table and sat next to him.  "I really am glad you're back, Baloo.  Things were pretty rough for a while.  I just wanted you to know."

"Thanks Beckers." he replied around a mouthful of chicken.

"Why did you come back?" she asked bluntly.

He looked at her, appearing slightly irritated.  "I tol' ya Becky, I dunno.  I guess I like Molly an' all, and I lived here a long time.  Kinda feels like home, I guess.  Maybe I just needed a change..."

"Cape Suzette is like home to me.  I was born here, but I was gone for thirty years.  Sometimes I feel like I never left - it's amazing!"

"Just a place..." the grey bear sighed.  "Place like any other place."  They were silent for a moment, the pilot staring out the window at some unseen horizon.  Rebecca put her hand on his arm.

"Do you ever think about him?" she asked gently.

Baloo whirled and glared angrily at her, causing the bearess to jerk back a fraction.  The fury left his visage, replaced by something else.  "Becky - if I'm gonna stick around here, we gotta have some rules.  And rule one is - I don't wanna talk about that.  It's over.  It's the past.  You understand?"

"Of course." Rebecca whispered, a little taken aback by the quickfire shift in his emotions.  Baloo stared down at the table, clenching and unclenching his fist.

"Every day..." he whispered after a moment.  "Every damn day, Beckers.  And it never does any good, neither."  He pushed his chair away from the table and silently walked outside, leaving the bearess alone with her thoughts in the old wooden building.

"Hey Baloo!" Louie called.  "Ain't seen ya in here for a couple weeks.  Howz my ol' roommate?"

"I'm OK Louie, thanks." Baloo nodded, sitting down at the bar.  "What's shakin'?"

"Not much, Cuz.  Ol' Louie just keeps on, ya know that.  Howz tricks in Cape Suzette?"

Baloo looked down at the bar.  "Fine I guess...  Gimme a Krakatoa Special, wouldya?"

Louie chuckled.  "One Krakatoa comin' up.  Don't knock me over with yer enthusiasm or anythin', Fuzzy!"

Baloo laughed ruefully.  "I dunno Louie.  It's OK, I guess.  First week I was back was pretty good.  It was nice to be - home, I guess.  But the place just ain't the same..."

"From whatcha tol' me about yer boss, I ain't surprised, Cuz!  I bet she runs a little tighter ship than yer used to!" Louie grinned, heaping ice cream into a coconut shell.

"I guess." Baloo nodded.  "That's what I thought too - but that ain't it, Louie.  I thought - well, I dunno what I thought.  But bein' back there just ain't  -I dunno..."

"One Krakatoa Special." the ape said, sliding the massive sundae in front of the bear.  "Well, I gotta say Fuzzy - you ain't been the same bear since that whole business with - with Karnage, and all his meanies."

"Yeah.  You know what, Louie?  Even flyin' - it just ain't the same, somehow.  I got my Sea Duck and I can't even enjoy that!  Not to mention I gotta fly it all over creation at that woman's beck an' call..."

"So whatcha gonna do, Cuz?  Gonna blow on outta there or what?"

"And go where?" the grey bear sighed.  "I guess I'll stick it out fer a while."

"Well, never mind dat Man!  Big party Friday, Baloo - my annual Carmen Meringue night!  Gonna be a major blowout, Fuzzy!"

"Sounds great..." the big bear said softly.  "I ain't in much of a party mood, Louie.  We'll see how it goes."

"Man, now I _know_ you ain't right, Tubby!  I never thought I'd see the day, ol' Baloo not comin' to a party..."

"Where is he?" Rebecca muttered, glancing at her watch.  "Two hours late!  Wait'll I get my hands on that fat bear..."

Molly looked up from her coloring book.  "Why's Baloo always late, Mommy?"

"Because he's a fat, insufferable, lazy bear, Sweetie!" her mother seethed.

"Oh, OK!" the yellow cub nodded happily.

"About time!" Rebecca hissed as the familiar sound of aircraft engines and splashing water filtered into the old building.

"Here we go!" Baloo sighed, checking his watch.  "Adios eardrums.."  He slowly walked up the path the door.  He dreaded these moments, knowing the bearess would be all over him the second he entered.  ~Almost like bein' married!~ he thought bitterly.  

"Hiya Becky!" he shouted cheerfully, swinging the door open.  He saw Molly - that was good.  Maybe it would keep Rebecca from her worst behavior.  

No such luck.  "You're late, Baloo!" she snarled.  "Over two hours late!  What excuse could you possibly-"

"Easy, don't bust my chops, Boss-lady!" he sighed irritably.

"Don't you talk to me that way!" Rebecca scolded.  "Now - why were you late _this_ time, if I may ask?"

"It was - air pirates.  Took all my best maneuvers just ta ditch 'em, Beckers!  I did it tho' - valiantly saved the cargo-"

"Air pirates huh?" she sneered.  "And one of them was named 'Louie' I'll bet!"

"You callin' me a liar, Becky?" the pilot gasped.  Of course, she was right, but that didn't justify it...

"Listen, I'm trying to run a business here, Buster!  And it's not easy when my pilot is incapable of executing the simplest deliveries without-"

"I'd like to execute somethin'!" Baloo muttered.

"How _dare_ you!"

"Listen, Miz Manager - all you think about is 'runnin' yer business'.  Well, I got a bulletin for ya - flyin' is hard work!  But you don't care about that, do ya?  It's all about money, money, money!"

"Oooh!" Rebecca sputtered, banging her fist on the desk.  She despised being drawn into this argument with Baloo, especially with Molly present - the girl looked none too happy with the goings on at the moment.  "You'll never understand, Baloo - you ran things your way, and the business failed!  I'm trying to _survive_ here, Mister!  Don't you realize you've got another delivery today, and now _that's_ going to be late too?  Not to mention we got a complaint from San Flamingo - you were late _there_ this morning!  That's four complaints this month!  You'll just never understand-"

"Naw, _you'll_ never understand!" Baloo snarled, weary of this debate.  "Deliverin' cargo is hard work!   It's ain't just readin' about it in some book, it's tough!  I - I..."  The pilot stopped, seeing the beginnings of tears in Molly's eyes.  That only made Baloo feel even worse.  "Fergit it!"  He stormed outside and slammed the door behind him.

"Mommy - why's Baloo so mad?  Why'd you yell at him?" Molly whined.

"Never mind Sweetie." Rebecca said softly.  "Get your things together, we're going home in a few minutes."  She looked at the door silently, wondering what else she could possibly do to try to bring Baloo in line.  She'd felt good about this place, right from the first day - and felt good about Baloo too, although she'd never admit it to him.  And she'd certainly been relieved when he's showed up at her moment of greatest need.  Those feelings were gone now, however.  He was so different, somehow.  Everything was different...

Wildcat scratched his head as he searched for his wrench.  He'd turned the workshop upside down to no avail.  With a sigh, he walked outside to check the Sea Duck.  His eyes fell on the shiny P-27 that sat moored to the dock next to the Duck, as it had for weeks.  The mechanic was secretly glad that they weren't using it - the black and grey hulk didn't feel like a friend to him, the way the old yellow seaplane did.  They'd fix it sooner or later, of course, but Wildcat wasn't exactly counting the days until then.

He walked into the cargo hold and rooted around on hands and knees, looking for the wrench.  Finally, he found it buried under a pile of rags.  "Gotcha!" he grinned, slipping it into a pocket.  "Why'd you run away and hide, little guy?  Didya have an adventure?"  

He was about to jump back down to the dock when he noticed Baloo's shadow in the cockpit, illuminated by the rising moon.  Weird - the pilot never sat in the plane like that...  "Hey Baloo!" he called cheerily, walking up to the cockpit.

"Hey Wildcat." the grey bear replied without turning.

"How come ya didn't say nothin', Baloo?  Didn't ya hear me back there?"

"Sure." the pilot said absently.

"Um - watcha doin' up here, Baloo?  Gonna take 'er out for a spin?"

"Naw - just thinkin', Wildcat." Baloo replied.

The mechanic was somewhat puzzled by the behavior of his old friend, but then he didn't much seem like the same Baloo he'd been before.  "Boy - things sure are different around here, huh Baloo?"

"Whatcha mean, Wildcat?" Baloo frowned, finally turning to look at the lion for the first time.

"Oh, I dunno.  Miz Cunningham, and Molly bein' around and all.  Not like when it was just you and me, huh?"

"Nope..."

"D'you like it here, Baloo?  You seem kinda weird.  Ya miss Kit, huh?"

Baloo stiffened momentarily, then seemed to catch himself.  "I like it here fine, Wildcat.  It's just not the same place I left, that's all."

"Whatcha mean Baloo?"

"Never mind, it ain't important." the grey bear sighed.

"Oh!  Yeah..." Wildcat nodded.  Whenever people said that it was a pretty good clue that it _was_ important, in his experience.  But what did he know?  He only knew about engines and machines - that's what people said about him, and they couldn't all be wrong.  "G'night Baloo." he shrugged, walking back into the hold and jumping down to the dock.

Baloo walked into the office and straight into the kitchen, without a word to Rebecca, which she found quite disconcerting.  It had happened more than once lately.  "Well, a gracious hello to you too!" she shouted sarcastically.

The pilot reappeared a moment later with a turkey leg in his hand and plopped down in his easy chair with a curt nod to the bearess.  She frowned at him.  His demeanor had gotten progressively worse in the two months he'd been back, and as weary as she was of dealing with him, she felt it was her duty to the company to get him righted, somehow.  His continued lateness and sloppy work was causing more problems than she was comfortable with.  And there was more to it as well, she couldn't avoid that.

"Baloo - we got another complaint from the Yorkton Badminton Society about their shuttlecocks.  That's the third time, you've simply got to be more careful when you're-"

"Another complaint!  Ain'tcha figgered it out Beckers - that's all customers do is complain!  Ain'tcha figgered it out?" Baloo said bitterly.

"They pay for the right to complain, Baloo." she hissed.  "They pay your salary for the right to complain."  The grey bear said nothing, simply went on munching his turkey leg.  "I have a load of pucks going to the Ebeneezer Shuffleboard Club, they need them delivered tomorrow morning-"

"Tomorrow?!?" Baloo thundered, tossing the remains of his meal aside.  "Sunday?  Yer a pip, ya know that?  There ain't never nothin' good enough for you, is there?  When I ran this business-"

"Into the ground!" she interrupted.  "They're paying us double for Sunday delivery Baloo - and you're getting time and a half, so I don't see what-"

"I don't suppose I'd see you drag your sweet carcass out here to work on a Sunday mornin' though, huh, Boss-lady?" he sneered.  

"Baloo, if you hate me that much, why don't-" the bearess started to shout.  She stopped herself and ran her hands over her face wearily.  Maybe it was time for a different tack.  She walked over and sat on the arm of the chair, prompting a surprised glare from Baloo.  "Baloo, it's obvious you're very unhappy here.  Why don't we talk about it?

"Nothin' ta talk about!  What, you worried about my productivity goin' down?" he chuckled sarcastically.

Rebecca sighed, determined not to let the pilot bait her.  "Baloo, when I came here, you were pretty hostile to me at first.  I thought you were a jerk, to be honest.  But when I saw you with Molly, and with... with Kit, I saw another side of you-"

"Fergit this!" Baloo snapped, coiling as if to stand.'

"No!" Rebecca shouted, pushing the big bear back down in the chair.  He stared at her, shocked.  "You're not running away from me Baloo!  I want to talk this out here and now!"

"Becky-"

"Just shut up for a change, all right?" she sighed.  "Baloo - it's very clear that you're completely miserable.  When I first came here, I really felt good about this place - about you, about everything.  You and I both know what's changed since then, even if you refuse to discuss it.  I don't know why you're here.  I don't know if _you_ know why you're here.  But your work stinks, quite frankly, and I'm getting sick and tired of it."

"I knew it would come back ta that!" the pilot scowled.

"Stop!" she hissed.  "You know what else I'm sick and tired of?  I'm sick and tired of you blaming me for whatever's killing you inside.  It's not _my_ fault, Baloo - I'm just trying to run a business in tough times.  I need your help to do it, even if I don't like to admit it, I do.  I don't know beans about air cargo and if I'd had you here at the beginning I wouldn't have the world's most expensive flotation device sitting out there on the water right now!"

"Beckers-"

"Just stop, all right?  I need you here - but not like this.  You're behaving abominably to me and to Molly and even Wildcat.  You can shut us out if you want - I can't stop you.  But I _can_ stop you from slacking on doing your job.  I believe in this company Mister - I gave up every ounce of security I had to come here, and I'll be damned if I'm gonna let you screw it up!"

Baloo closed his eyes tightly, refusing to meet her gaze.  "I - I..."

Rebecca shook her head sadly.  "You know what I think, Baloo?  I think you came here looking for something.  I think you came here looking for something, and you didn't find it.  Maybe it was something you had for a long time, or something you almost had, and wanted more than anything.  But you didn't find it, and now you're more miserable than you've ever been and you're blaming me and this place and everything because you can't face the truth."

"Becky, that's enough!" the big bear warned.

"Baloo, why don't you admit it?  Why _can't_ you admit it?  It's Kit, that's what you came here for - that feeling you had when Kit was in your life... You thought you could find it here, but you couldn't!  And it's killing you-"

"Stop!" he bellowed.

"That's what's killing you, Baloo.  He's not here, but you see him everywhere you look.  What happened isn't your fault - he did what he did for a reason, I know he did, but it isn't your fault-"

"Why are you doin' this?" he snarled.  "Why don't you just leave me alone?"

"Don't you see Baloo?" Rebecca said urgently, the relief in finally confronting the big bear openly sweeping away all hesitation.  "You'll never be happy unless you face this down!  You have to forgive him, - and forgive yourself!  Do whatever you need to, look for him, find him!  You know you have to -you'll never have any peace unless you do!"  Rebecca could feel hot tears forming in the corners of her eyes.

"Enough!" Baloo bellowed, pushing out of Rebecca's grasp and standing, a look of rage on his face.  "It's none o' yer damn business!  You don't know me!  You don't know my life, what I been through!  What the Hell right do you have to tell me what I have to do?"

"Because I care about you!" she hissed.  "Because it hurts me to see you in pain, and it hurts me to have you hate me!  Because I don't want to lose you!  Higher for Hire needs you, Baloo!  _I_ need you!"

Baloo stared, mouth agape.  He took a tentative step over to her, another.  "Becky, I - I just don't know..."

Rebecca wiped away a tear and grabbed his arm.  "I know it hurts, Baloo.  It hurts me too.  I only knew him for a couple of days, but it felt like forever.  I see his face every time I close my eyes at night.  I see him running around this room, with Molly on his back, smiling, laughing-"

"Stop!  Stop it!" Baloo hissed urgently, trying unsuccessfully to block images out of his mind that had been baying at the doors of his perception for weeks.  He sobbed, overcome by a desire to open his soul to Rebecca, but not knowing how.

She put her hands on his shoulders tenderly.  "You're not alone Baloo - you don't have to be alone in this.  We all feel pain..."

Baloo felt her gentle grip and put his hands on her as if to push her away, but he found himself squeezing her shoulders gently.  He blinked away tears and looked at her, her face only a foot away from his own.  She was a new person - someone he'd never seen before, a stranger.  "Becky - I..." he mumbled, finding himself inching closer to her, almost imperceptibly.  

Rebecca gently rested her paw on his cheek.  "You don't have to be alone..." she whispered, her eyes locking with his, both of them crying silently, their mouths inching closer.

"I'm sorry!" Baloo croaked hoarsely through gritted teeth, and pushed himself away from her.  "I'm sorry..."  he grabbed his cap off of the table and slipped out into the evening.  Rebecca sat back on the arm of the chair and wiped her eyes.  With a weary sigh, she slowly walked back over to her desk.

Baloo walked for a long time - he wasn't sure how long, but by the time he arrived back at Higher for Hire the moon was directly overhead and Rebecca was long gone.

He remembered almost nothing from the intervening hours.  It was cold, but he didn't feel the need of a jacket or sweater.  If there had been coherent thoughts there, he couldn't remember them - his memories were of memories, of images flashing in his mind at a blinding pace, and of pain.

He opened the door and walked inside the darkened office.  He thought about switching on a lamp but decided against it.  He found himself standing at Rebecca desk - his desk, once upon a time - though he'd rarely used it.  It was neat, orderly - three stacks of papers on it's surface, a stapler, a blotter, a file tray.  And a photo - Rebecca and Molly, in a gilded gold frame.  The little girl wore a yellow sun dress, and her mother a striking blue gown.  Both wore smiles as wide as the Pacific, as if they hadn't a care in the world.

That's what memories are, he mused.  Snapshots of perfect moments, frozen in time.  But they bore no connection to reality.  Like photographs, they had their place, but to dictate your life by them...  It made no sense at all.  With a sigh he walked away from the desk and circled the room slowly.

Rebecca was a remarkable woman.  It was stunningly obvious to him now, but somehow it had never occurred to him before tonight.  Where were her parents - her family?  Here she was, a single mother to a small child, and running a business - and no business was more male-dominated than the air cargo game.  Yet, she asked no quarter, and never seemed to lose her spirit.  'Every ounce of security...'

Somehow, she'd seen inside him tonight, blown him out of the water, rendered him defenseless.  And when he was at her mercy, she'd bared her own suffering, and joined him in his pain and helplessness.  She was a remarkable woman, and she had a remarkable daughter.  They would make someone a fine family, no doubt.

But not him.  He knew with certainty that he could never stay here.  He _had_ come back searching, but it was a fruitless search.  This wasn't his home.  That ship had sailed, and he hadn't been on it.  With a sigh, he slowly walked up the stairs and took out his duffel bag.  He sat on the bed - the bed Rebecca had bought for him at a flea market because she didn't want him sleeping on a hammock.  If things had been different, maybe there would have been two beds in this room.  If things had been different.

When his bag was full he walked back down the stairs and looked around, wanting to preserve the images in his mind.  This time, there would be no return - he understood it indisputably.  He wasn't a courageous man, and he knew it.   Not courageous like Rebecca was.  A courageous man would still be there in the morning.

The big bear walked over to the desk again, and took out a piece of paper and a pen.  In large script, who wrote 'I'm sorry', and folded the paper neatly, leaving it in the center of the desk, well away from any of the other papers there.  He caught a glimpse of Molly's face in the photograph again, and felt a twinge of shame.

Slinging the duffel bag over his shoulder, he slipped out the door without another glance, and headed for the Sea Duck.  He tossed the bag into the cockpit and climbed in after it.  Following a routine he could have executed in his sleep - magnetos, mix, throttles - he started the engines.  ~Where to go?~ he mused.  ~Pick a direction...~  It might have mattered, if things had turned out differently...  But that ship had sailed, and he hadn't been on it.

The engines rose in pitch, and the exterior lights flicked on, illuminating the waters of the harbor in a beam of light.  The plane sped away from the dock and into open water, the propwash dancing in the glow of the lights.  Within a moment, it was gone.  Wildcat stood outside his workshop, watching it impassively.  He stared after it for several minutes after it had disappeared from sight.  Finally, he turned and stepped inside, closing the door behind him.

"Tell me again why we need a new pilot, Mommy." Molly sighed, sitting at the table absently stirring a bowl of cereal.

"You know why, Honey." Rebecca said gently.  "Baloo had to go, and we have to have a pilot with a plane.  That's how we make money-"

"But _why_ did Baloo have to go?" the yellow cub asked stubbornly.  "I don't unnerstand!"

~I don't either!~ her mother thought.  "He just decided it was time to move on, Sweetie.  Pilots are like that sometimes."

Molly was somewhat less than satisfied with that answer, but held her tongue on the subject, as she never seemed to be able to persuade her mother to elaborate.  "Why's the new pilot called 'The Barber', Mommy?"

"I don't know, Molly - but they say he's _very_ good!" Rebecca smiled.  ~And willing to work for what I can afford to pay...~

Wildcat poked his head through the door.  "Hey Miz Cunningham - I think the new pilot's here!" he grinned.

"Wonderful!  Finally we can back to business!  Come on Molly!" Rebecca smiled, leading her daughter out onto the docks by the hand.  A large biplane was slowly circling in from the north at an astonishingly low altitude.  Finally, the old craft skimmed in low across the water, neatly lopping the tops off of a row of trees and heading straight for the startled trio.  "Duck!" Rebecca wailed, pulling Molly to the ground as Wildcat dove for cover behind a crate.

The bi-plane rattled to a stop alongside the dock, and a leopard in a ratty blue flight jacket poked his head out.  Hey eyes darted wildly about, as if searching for hidden dangers.  "Did somebody say 'duck'?  Can't stand ducks..."

"Why you - you..." Rebecca sputtered, climbing to her feet and approaching the pilot, who held a tattered suitcase in his hand.  "What kind of pilot are you?!?"

"Crop duster, Ma'am." the leopard replied in a gravelly trill, eyes dancing.

"Well, in the future I'll expect you to fly... higher!"

"Cant!" the Barber replied in a nervous quaver.  "Got this pesky fear of heights!"  He covered his eyes and gingerly stepped down to the dock, trembling.  He looked warily skyward.  "I suppose I could wear a blindfold-"

"BLIND-fold?!?" Rebecca gasped in disbelief.

"You're right - got this pesky fear o' the dark, too!"

Rebecca's jaw dropped.  "Is there anything _else_ you're afraid of?"

"Well - not really..." the pilot said dubiously.  He leaned in close.  "You don't have any _platypuses_ around here, do ya?"  Rebecca shook her head numbly.  "I just _hate_ platypuses..."  With that, the leopard walked unsteadily into Higher for Hire, suitcase in hand.

"Mommy - I miss Baloo!" Molly whined longingly.

"Oh, me too Molly!  Me too..." Rebecca sighed.

The Barber's first week at Higher for Hire had been a long - and strange - one for Rebecca Cunningham.  Having Wildcat around was bizarre a lot of the time - but this new pilot made Wildcat seem tame by comparison.  The one thing she was glad of was that it was his own plane the leopard was flying - she wasn't sure her nerves could survive the knowledge that her plane was in his hands...

But then, there was no danger of that.  The P-27 still sat by the dock, becoming less shiny every day.  They were still barely making enough money to cover everyday expenses, never mind banking any for expensive repairs.  Having the Barber here was somewhat better than no pilot at all, which had been the state of their business for a week and a half after Baloo had left.

Baloo.  She wanted to hate him for what he did - for walking out on her business - for walking out on _her_.  Every time she tried to muster the emotion, however, all she was able to dredge up was pity.  Baloo had been right - she _didn't_ know him, not really.  She didn't know why he was the way he was.  Why he closed himself off and wouldn't let her in.  Maybe she'd been wrong to try...

Rebecca watched as the Barber emerged from the bedroom and walked down the stairs, in his own special manner.  He put a paw over his eyes and gingerly felt with his foot for the next step, repeating this process until he had reached the bottom.  This made the trip last about two minutes, and Rebecca found herself watching in morbid fascination.  At least his eyes were covered - his eyes were downright terrifying...

"Good morning!" she said cheerfully as he reached the bottom step.  As long as they would be working together she may as well try to draw him out, a little.  "Did you sleep well?"

"Haven't slept in nine years!" the leopard quavered.

"Um - yes." Rebecca frowned.  "Er - would you like some breakfast?  I brought a bag of doughnuts and-"

"Yeep!" the Barber cried, covering his face and cowering against a wall.  "Doughnuts!  Make them stop!  Make them stop!"

"What?  What is it?  I'm sorry!" Rebecca cried.  "Look., they're gone, see?  I threw them out!  They're all gone!  See?"

The leopard continued to hide his face as Rebecca looked on, astonished.  "No doughnuts?"

"No!  All gone!" she cooed, making a mental note to delay his insurance physical as long as possible.

"That's a relief!" the Barber breathed, uncovering his face. "Why, they're almost as bad as-"

"Yes." Rebecca sighed, rolling her eyes.  ""Mr. - Barber... I need to know your full name for your tax documents.  What is it?"

"My name?  Oh yeah...  It starts with an I..." the pilot mused.

"You don't remember your name?"

Who doesn't remember my name?" the leopard asked, confused.

Rebecca buried her face in her hands.  "Why don't you check your pilot's licence?  Maybe it says on there..."

"Oh yeah." the Barber nodded, reaching into his pocket.  "My name is Cape Suzette Department of Aviation!  That's a funny name..."

"Uh - maybe that's the name of - never mind!" Rebecca hissed.  "What does it say underneath that?"

"Lemme see...  That's a funny name too!  Jim, I can't even pronounce this... I - G - N - E - T - O - "

"Hey Ree-Becca!" Wildcat grinned as he poked his head in.  "Sea Duck's all loaded, Man!  Ready ta go!"

"Thanks Wildcat." Rebecca sighed.  The lion was the most coherent employee she had.  That was a sobering thought...  "Why don't you just go ahead and take off, Mr. - Barber?  We can finish this later."

"Whatever you say, Ma'am.  Say - I'm not deliverin' any strawberries, am I Man?"

"Uh - no." Wildcat shook his head.  "Nothin' but, like, straw hats and blackberries."

"Oh.  What a relief!" the pilot breathed.  "Strawberries give me the willies.  Oooh... STRAW-berries!"  With a shiver, the leopard slipped past Wildcat and out onto the dock.  Wildcat scratched his chin and shrugged at Rebecca.  The bearess slowly sunk her head to her desk wearily.

"I can't believe this!  _Another_ bill for damages caused by that hack of a pilot!" Rebecca sighed.  "That's three times this week!"

"Y'know, he oughtta be more careful!" Wildcat said solemnly as he played with Rebecca's stapler.

"We can't go on like this..." she lamented.  "Having the Barber making deliveries is almost as bad as not making them at all.  If he's not destroying public property he's hours late showing up!  The orders are starting to back up..."

"Too bad Baloo's not still around!" the mechanic replied.

"You don't know the half of it...  At least we're still in the air.  Well anyway, Wildcat - let's get this inventory over with.  What else do we need?"

"Fourteen quarts of oil - we're a little low.  We need a new set of calipers - Oops!  Sounds like the Barber's back!"

"Wonderful!" Rebecca said sarcastically.  There was a resounding crash from outside.  Rebecca and Wildcat ran to the door just in time to see the 'Higher for Hire' sign disappearing into the harbor, neatly severed by the Barber's landing.  "Oh, great!!  What _else_ can go wrong?"

"I quit!" the leopard barked, holding onto the doorframe of his plane and eyeing the dock nervously.

"Quit?!?  You can't quit!  What about my shipments?" Rebecca bellowed, gesturing to the mountain of crates piled on the dock.

"Sorry Lady - nobody told me I'd be carryin' paper clips!" the leopard shuddered.  "A Joe's gotta draw the line somewhere..."

"Paper clips?!?  They're just little pieces of metal-"

"Stop!  You tryin' to give me an attack?" the pilot wailed.  "Paper clips give me the creeps!  Make the music stop!  Make it stop..."  The cockpit door slammed and the old biplane darted out into open water and took off, neatly severing the masts off of a line of sailboats.

"What next?" Rebecca wailed, sinking down on a box and covering her face with her hands.  "Where am I gonna find another pilot now, on a moment's notice - on what we can afford to pay?"

"Pilots 'R Us?" Wildcat asked helpfully.  He patted her shoulder gently and wandered back into his workshop, leaving the bearess alone on the dock.

"Hey Buddy - lemme have a check here." Baloo said to the bartender, who responded by slapping the bill onto the counter in front of the big bear wordlessly.  "Buckin' fer a big tip, huh?" the grey bear muttered.

"Baloo - hey Baloo, that you?" a voice called behind him.  The pilot spun and looked around.  "Over here!" a stocky bobcat in a leather jacket waved from a table.

"Tommy!  Whaddaya know!" Baloo chuckled.  He left a few bills on the bar and walked over to the table.  "What's new?"

"Not much!" the bobcat grinned, shaking the big bear's hand.  "What the heck you doin' in Pazooza?"

"Oh yaknow. this an' that." the pilot responded.  "Doin' a little free-lancin', here an' there."

"Man, I ain't seen you around Louie's for what - two months?" Tommy replied, shaking his head.  "The ape's been askin' after ya - now I'll have somethin' to tell him I guess."

"Yeah.  I just been kinda avoidin' the old haunts, Tommy.  Lookin' fer fresh pastures, ya might say." Baloo smiled morosely.  "How 'bout you - what you doin' way out here?"

"Just a gig, Baloo.  Still got the cargo firm in Cape Suzette, and I got a contract deliverin' mangoes out here - just came available, they dumped their other shipper.  Good contract too."

"That's good Tom.  Sounds like things are goin' great."

"Yeah, yeah, thanks." the bobcat grinned.  "So Baloo - ya gonna be comin' back to our part o' the world anytime soon?  The gang at Louie's sure misses you, y'know!"

"Yeah, I miss them too!" Baloo chuckled.  "I don't think so, Tommy.  I don't think - I just don't think so.  It was time fer ol' Baloo ta move on."

"That a fact." Tommy said thoughtfully.  "Listen Baloo - things are goin' pretty good for me right now.  Got more business than I can handle, as a matter of fact...  I been thinkin' of addin' another pilot...  You're the best there is, and if you still got the Sea Duck-"

"No thanks." the grey bear interrupted.  "That ain't the life for me, Tommy."

"Yeah - don't wanna give up yer freedom, huh?  Bein' your own boss and all..."

"Yeah, that's it Tommy."  The pilot extended his hand.  "I'm gonna take off, Tom.  Tell everybody at Louie's I said 'Hey', willya?  'Specially Louie.  Tell him thanks, fer me."

"Sure Baloo." the bobcat said with a puzzled grin.  "See you around."

Baloo adjusted his cap and started for the door.  He stopped, stood still for a moment and turned back to the table.  "Tommy, you ain't - there ain't been a little kid - a boy - hangin' around Louie's by any chance, has there?  Askin' after me, maybe?"

The bobcat frowned.  "Boy?  No... I haven't seen any kids around Louie's for ages, Baloo.  Sorry."

"That's OK." Baloo said softly, smiling with his eyes closed.  "See ya around."  He turned and headed outside to his waiting plane.

"Dumb question, Baloo." he muttered to himself as he leapt up into the cockpit.  It was weird - Tommy's offer should have tempted him, but it hadn't - not for a moment.  It's not like he wasn't hurting for cash every day out here.  At least he could sleep in the plane...  He had just turned the magnetos on when he heard a thumping noise from the hold.  Frowning, he unstrapped and headed back, flipping on the interior lights.

He had a load of guavas - thirty crates - in the hold.  Warily he poked around, and spotted movement out of the corner of his eye.  Instinctively he reached out and grabbed, winding up with a handful of collar.  It was a young tiger, perhaps fifteen or sixteen years old.  "Who the heck are you?" the pilot snarled.

The young man's face was filthy, and he scowled defiantly at Baloo, a hint of nervousness creeping into his visage as he realized the sheer size of the pilot.  "S-sorry Mister!  I was just-"

"What're you doin' in my plane?" Baloo frowned, looking the boy over.  He wore a faded grey shirt - no jacket.  The shirt hung loosely on his slight frame - he was just beginning to get some height, but looked like he hadn't eaten in a week.  "Answer me!"

The boy was genuinely afraid now, though he tried mightily to appear unconcerned.  "I was - I was just leaving-"

"Stowaway, no doubt!" Baloo hissed.  "Good way ta get yerself killed, Boy - especially fer a little punk who doesn't know what he's doing!"  The boy recoiled in terror, and Baloo shook his head.  "Not by _me_, dummy!  That ain't ol' Baloo's way..."

"Listen, Mister - I just needed a ride, OK?  I wasn't gonna cause you any trouble-"

"Dumb kid!" Baloo snarled, finally setting the cub down, if only because his arms were getting tired.  "You been eatin' my guavas?"

"No s-sir!" the cub stammered, nervously wiping his chin.

"Hmmm.  What do I do with you?  Harbor patrol's only a hundred yards down-"

"No!" the boy hissed.  "Please don't do that, Mister!  I'll leave, I won't cause you any problems, I promise!"

"I'll bet!" Baloo chuckled.  "How old are ya, Kid?"

"Eighteen."

"Really?" Baloo laughed.  "So am I!  Small world huh?  Where the heck you goin', anyway?"

"Anywhere but Pazooza." the cub scowled, eyeing the pilot nervously.

Baloo sighed.  "Y'know, if I kick you outta here the next guy you try to stow away with might not be such a sweetheart.  And I'm too tired to walk all the way over to the cops.  I got a load o' guavas back here, doin' an overnight run ta Cape Filbert.  You can stick around fer the ride if ya want."

"Really?" the cub beamed.

"Yeah, I guess." Baloo muttered.  "But when we get there _you_ unload the crates, ya hear me?  So's I can rest my achin' back.  And after that ya get lost."

"Sure, thanks, no problem!" the boy grinned.

"Name's Baloo." the grey bear said gruffly, heading for the cockpit.

"Uh, Tristan.  Tristan Frost." the young man replied, tagging along behind him.

"So why you in such a hurry ta leave Pazooza, Tristan?" Baloo asked, strapping in to the pilot's seat.  The boy didn't respond, but hardened his gaze into an icy wall.  It cut Baloo to the core, it was so familiar.  "No answer huh?  Well, It ain't no business o' mine, I guess.  But if anyone comes chasin' after ya I'm dumpin' ya out the back!"

"That shouldn't be a problem." the cub said grimly.  "Pretty nice plane you have here Baloo.  For an antique."

"Ha! Yer a real charmer, aintcha?" Baloo scoffed.  The boy sat down in the navigator's seat and reached for the belt.  "STOP!" Baloo roared, causing the cub to freeze, jaw agape.

"Get outta there!" Baloo hissed. "NO-body sits there, ya hear me?  I fly solo, understand?  Solo!"

"Yeah, s-sorry!  I'm sorry!" Tristan gasped, backing up into the cargo hold.

Baloo pounded the dash angrily, then ran his paw across his face.  What was he doing?  Why was he allowing this boy on the Duck?  What was he thinking?  He sat silently, staring straight ahead for several minutes.  

Finally he rose and headed back into the hold, where Tristan sat, knees drawn up, against the starboard hull.  "Sorry about that Kid." Baloo said nonchalantly as the boy stared at him.  "Been a long day.  You look beat - why dontcha set up in my bunk here?"  The grey bear opened the storage cabinet and pulled out a blanket and pillow, tossing them at the cub.  "Six hours ta Filbert.  Get yerself some sleep."

"Thanks." Tristan replied, a puzzled frown on his face.  Baloo returned to the cockpit and started the engines.  Within a moment they were airborne, leaving Pazooza behind.

It was a long flight to Cape Filbert, but Baloo was used to overnight hauls.  They were the province of free-lancers mostly - the gigs the regular firms could normally pass on.  He didn't mind, as a rule.  He could sleep as easily in the daytime as at night.

This flight was a strange one, though.  Baloo couldn't stop himself thinking about the boy asleep in the back.  "Stop drivin' yerself nuts - just givin' somebody a ride, that's all!" he muttered to himself.  Still, he felt uncomfortable in every possible way.  What was he thinking, really?  Who knew what this kid was running away from?  Hadn't he learned anything?

With a weary sigh he killed the engines as he coasted up to the normally bustling Port of Cape Filbert.  He checked his watch - six A.M., right on time.  That was usually the way - when he wasn't on a deadline he was always early.  There were only a few dock workers around, and one or two other planes loading or unloading.

He unbuckled and slowly strolled into the hold.  Tristan was fast asleep, snoring gently in Baloo's bunk.  Baloo stared at him rapt, unable to help himself.  It was amazing - all traces of that icy stare were gone.  ~Kids can't keep that up while they're asleep.  All the same.~ he mused.  It was as though he were looking at a different person completely.  The grey bear felt a deep, dull pain in his chest as he stared down at the tiger cub.

"Hey - get up Kiddo." Baloo said, gently shaking the cub's shoulder.  "Hey - get up!"  The boy grumbled softly and turned over.  ~Heavy sleeper!~ the pilot mused.  ~Not like - not like...~  "Hey!" he said more loudly.  "Time ta earn yer bus fare, Kid!"

The boy blinked irritably and turned his head.  He caught a glimpse of Baloo and his eyes grew wide, and he sprung to his feet with incredible speed. "Hey - take it easy!" Baloo hissed.  "Yer among friends!"

The boy stared at Baloo for a moment, panting, then slowly his breathing slowed.  "S-sorry.  Forgot where I was for a minute..."

Baloo eyed the young tiger warily.  "Darn near gave me a heart attack, Kid!"

"Sorry!" the cub said again, shaking his head angrily.

"No worries.  Well Kid - we're here.  Time fer you to earn yer ride.  These boxes ain't gonna unload themselves."  Baloo opened the cargo hatch and waved to one of the dock workers, who headed towards the Sea Duck.

"Oh - sure." Tristan yawned.  "What - I just stack 'em on the dock, or what?"

"No - ya build 'em into a pyramid!  Whaddaya think?" Baloo scowled.  He held out a clipboard to the dock worker.  "Hey Friend - 40 crates o' Gemstone Guavas from Pazooza, fer Gibbons Produce.  Sign here, Buddy."

With a grunt, the boy lifted a box and unsteadily wrestled it out to the dock.  "D'you want me to give him the hand truck?" the dock worker asked Baloo casually.

"Naw - he needs the exercise." Baloo yawned.  He grabbed a dusty deck chair and set up outside, watching the boy comfortably.  "That's real nice work Son - keep it up!" he grinned.

Tristan continued to wrestle the boxes outside one by one, soon breaking into a thick sweat even in the early morning cool.  Baloo occasionally favored him with a cheery wave, but otherwise left him to his task uninterrupted.  It was quite a task - the cub was thin as a rail and each crate was a fight to the death.

Finally, after Baloo had almost nodded off, the boy hauled the last crate outside, pushing it along the ground for the last few feet.  "That's the....  last one!" he panted.  "Man - I didn't know Guavas were so... heavy!"

Baloo stood and stretched, and folded his deck chair.  "Very impressive work Kiddo.  Never complained once.  Showed me some real intestinal fortitude!  Of course, if you'd been a little more resourceful ya could've asked for a cart, but one outta two ain't bad."

"C-cart?" the boy hissed indignantly.

"Never trust anybody over thrity-seven, Kid." Baloo yawned, walking back into the Duck.  "Now - ol' Baloo's gotta get some shuteye.  See ya in the funny papers."

"But-"

Baloo closed the cargo hatch and crawled into his now vacant bunk.  It had been a more interesting day than he'd had in weeks, at least he could say that much.  Within seconds, he was sound asleep.

When Baloo awoke the sun was in the western sky and the interior of the Sea Duck bathed in bright light.  He blinked irritably, and glanced at his watch.  Four P.M., a good ten hour sleep.  He stood and stretched mightily.

He was only mildly surprised to see Tristan asleep in the pilot's chair in the cockpit.  "What the heck are you doin'?!?" he asked with considerably more anger in his voice than his heart.

The cub awoke with a start.  "Oh s-sorry, I-"

"You say that a lot, dontcha Kid?" Baloo sighed.  "What the heck you doin' here anyways?  You paid off yer end o' the deal, you can scram."

"I know." the cub said defensively, the icy wall once again on his face.  "I took a walk around, and I didn't much like the place, y'know?  So I figured-"

"You figured you'd leech another ride off ol' Baloo!" the big bear sneered.

"No!  I can work, you saw that.  I'll load and unload for you on your next job-"

"Ain't got no next job Sonny.  Nothin' lined up." Baloo sighed.  "I ain't got no use for ya.  So beat it!"

"Aw, c'mon!  This place is a dump!" the cub almost pleaded.  "Just take me wherever you're goin' and I'll get off your back, I promise.  Where you headed?"

"Right now?  To dinner!" Baloo snapped.  "An' I ain't got no money fer freeloadin' kids, neither!"

"I have some money." the boy grinned.  "I haven't eaten yet, and I got no plans.  How about it?"

"Fine, whatever!" the grey bear hissed, throwing up his hands.  He jumped down to the dock and took off for the nearest restaurant, a seedy wharf dive a few hundred yards from the loading docks.  

Baloo spotted a booth in a corner and walked over to it.  The cub sat down across from him wordlessly.  A dour-looking waitress walked over carrying menus, but Baloo waved them off.  "Cheeseburger, fries, strawberry soda." he told her.

"Sounds good.  Me too." Tristan echoed.  The waitress shrugged and headed off towards the kitchen.

"Sure would like one o' Louie's pepperoni pizzas right now..." the pilot said wistfully.

"Louie's?  Where's that?" Tristan asked.

"Oh. so we hafta have a conversation now - that the idea?" Baloo replied testily.  "This is why I fly solo..."

"Sorry!" the cub said, a small grin on his lips.

"You wanna talk, huh Kid?  OK, we'll talk.  Where's yer parents?" Baloo snapped.

"None o' yer business!" Tristan barked back at him.

"None o' my business huh?  If I got a fugitive or a runaway on my plane it's my damn business!  All I need is some kinda kidnapping rap-"

"Look!" the boy interrupted, hands in the air.  "You - you don't hafta worry about that.  I ain't got any parents.  They're dead, have been for years."

"Likely story..."

"Hey - it's true!" Tristan sneered.  "You got nothin' to worry about - there's nobody that's gonna miss me, believe me."

Baloo squinted at the cub.  As likely as not the boy's story was true, the way he figured it.  But then - what kind of judge of character was he - especially a kid's?  Best to keep his guard up.  "Whatever Kid - but first sign o' trouble I'm droppin' you like a hot rock!"

"So you'll take me with when you leave?"

"I guess." Baloo sighed.  Events were out of control again... Then again, maybe he just needed another face around - he'd been solo since he'd left Louie's.  "I'll prob'ly head over ta Grimscape Island - see if I can rustle up a drop or two from there.  It ain't much of a place - doubt you'll wanna stay there either."

"I'll take my chances." the boy grinned.  "And if I don't like it maybe I can work off another trip somewhere else-"

"Not a chance!" Baloo scowled.  The boy, disconcertingly, looked as though he didn't believe the bear for a minute.

Jules Krone smiled an oily smile as Rebecca shook his hand and sat down at his desk at Cape Suzette National Bank.  "Thank you very much for seeing me on such short notice, Mr. Krone-"

"That's quite all right, Miss Cunningham." the walrus answered.  "Let's get right down to business, shall we?  Let's talk about your loan application."

"Certainly." Rebecca smiled.  She hadn't liked this man from her first day in Cape Suzette, when he'd handled her loan - there was something about his manner, his face...  At least her father was direct and blunt, even if he could be ruthless.

"Let me begin, Miss Cunningham, by saying how very much I admire your independence and courage in forging ahead with your own business.  For an unmarried woman, and a mother no less, to have achieved what you have - it's remarkable."

"Thank you." Rebecca nodded, bile rising in her throat.  She could see where this was going.

"You're welcome." the walrus said greasily.  "That being said, however, the loan committee has in fact decided against extending you any additional credit at this time."

"I see." Rebecca fumed, keeping her voice calm.  "May I ask why?"

"Of course.  In all of these cases, there are a variety of factors that we must weigh in deciding each individual loan, and yours was no different.  Let me say, Miss Cunningham, that I am quite familiar with this particular business of yours - it had already failed once, before you took it over.  And the current financial performance is-"

"Yes, I know!" Rebecca said impatiently.  "But I can't be held accountable for the failures of the previous owner!  It's taking me some time to get things ramped up-"

"Of course." Krone nodded.  "Nevertheless, the track record of the business is a legitimate predictor of future performance.  There is also the question of the additional loans that you have already taken on, since you've acquired the business."

"I'm aware of that, but I borrowed that money to upgrade the equipment.  To purchase the firm a more modern and efficient aircraft-"

"And yet you list aircraft repair and upgrade as one of the primary reason that you need the loan?" the walrus interrupted.

"These things happen.  Maintenance issues arise-"

"Of course." the walrus nodded.  "Let me be frank, Miss Cunningham.  This is your first business venture, and as such you have no track record of success.  The business itself has no previous track record of success.  Given these circumstances there's really nothing we can do, I'm afraid."

"Except wait to foreclose, like vultures!" she hissed.

"Miss Cunningham, I assure-"

"I'm sorry." Rebecca said quickly.  "Mr. Krone - is there nothing I can do?  No way that I can persuade the committee to reconsider?  I've already instituted some wonderful innovations-"

"I'm sure you have, but that's really not the issue I'm afraid.  The only factor that could possibly tip the scales would be a co-signer of considerable financial weight."

"C-co-signer?" Rebecca whispered.

"Yes, a co-signer.  At that point would we would weigh all the factors again, and if that person was considered to be-"

"Thank you." Rebecca said sharply.  "I appreciate your efforts."  She grabbed her purse and left quickly, her mind a whirl.  A co-signer!  There had to be another way - didn't there?

The water beneath them was invisible as the Sea Duck flew through thick clouds of mist.  The atmosphere was strange in the cockpit - neither the grey bear piloting the plane nor the tiger cub sitting next to him had spoken for nearly an hour.  In Baloo's case, he simply couldn't think of anything to say to the young man.  

He stole a quick glimpse over at the boy, who lounged lithely in the seat, one foot drawn up in front of him.  A pang of agony cut through him at the sight, the posture so hauntingly familiar.  It had been hard for him to allow the cub to sit in that chair, but he'd told himself he was being silly.  He'd let other folks sit there on occasion since he'd left Louie's - why should Tristan be any different?

He knew even as he asked himself the question what the answer was.  ~He's a little taller than ... than Kit.~ Baloo thought.  ~Taller that Kit _was_...  Wonder if he's gotten much taller since - since...  I wonder if he's even-~

"Don't talk much, doya?" Tristan said a little irritably, breaking the pilot's reverie.

"That ain't been a complaint I heard very often." Baloo chuckled bitterly.  "Besides, flyin's hard work."

"Doesn't look so hard to me." the cub mused.

Baloo stared hard at Tristan for a moment.  "You know much about airplanes, Kid?"

"Naw." the boy replied.  "I've seen a few here and there, but I never flew in one before - well, before you gave me a ride."

"That a fact."  Baloo mused.  ~Why do you _care_?~ he asked himself bitterly.  "So what 're you into, Kiddo?"

"I like cars." the boy grinned.  "I'm real good at fixin' 'em up, too.  When I was little my Dad-" a cloud passed over the boys features for a moment.

"Yeah?" Baloo prompted.

"You don't care..." the boy hissed.

"Kiddo, don't go tellin' me what's in my head.  I kin promise you ya don't have a clue.  I asked ya, didn't I?  So tell me about it."

Tristan looked over at him appraisingly.  "I guess.  Anyways, he had a '26 Fjord, a Model-C.  A real beauty.  It was in a wreck, and he got it for nothing, and we were fixing it up..."

"Sounds terrific." the pilot said softly.  "How - how long's yer Daddy been gone?"

"Four years." the boy sighed.

"What about yer Mama?"

"She died when I was seven." the boy replied somberly.

Baloo shook his head.  All this death and loneliness - it just never seemed to end.  "I'm real sorry, Tristan.  My Mama died when I was five.  She was a great lady."

"Yeah?" the boy whispered, looking over at him again.

"Yup." the big bear nodded, returning his attention to the skies in front of him for a moment, as silence filled the cockpit.  "Things were really that bad fer ya in Pazooza, Kid?" he said finally.  "You couldn't stick it out there?"

"Look..." the cub sighed.  "When you get to be - my age - you ain't gonna get adopted.  You're past the cute little moppet stage, and it's all over.  It was just a matter of time, Baloo.  I was gonna be out on my own anyways, so I just got a head start, okay?"

Baloo gasped internally, yet again.  When the boy said certain words, in certain ways...   It was almost too much, too familiar for him to bear.  "S-sorry." he mumbled.

"What's wrong?"

"Nothin'!" Baloo snapped.  "So you had no relatives, huh?  No Uncles or Grandmas or somethin'?"

"No.  No relatives...  None that wanted to be bothered, anyways.  You ever been inside an orphanage, Baloo?"

"Nope." the pilot said softly.  "Looks like we're almost here, Kid.  Greystoke Island.  You do the unloadin' again, and then we can get a bite ta eat somewheres."

"Sure." the cub nodded.  "Uh - so you're gonna go back to Grimscape after that?"

"Prob'ly." the grey bear sighed.  "If that's how I feel.  We'll see.  Why - worried you ain't gonna like this place neither?  You sure are picky fer a stowaway!"

The cub erected his ice wall again.  "I'm sure this place will be fine."

Baloo pulled back the throttles as he slowly descended.  "Ya know Kid - my back's been really actin' up lately.  Real stiff, like.  Mebbe I better keep ya around fer a couple more days, just in case I can't handle the heavy liftin'." he said softly.

"Sure." the cub grinned.  "If ya need the help, I can stick around.  So maybe we'll go back to Grimscape, pick up another shipment or something?"

"Maybe..." Baloo mused.  "I got a couple different options..."

"How was your dinner, Molly?" Rebecca asked brightly, stacking the dirty dishes in the sink.  It was against her usual practice of washing every dish when she used it, but there was other business that needed attending tonight.

"Real good Mommy." the little girl said.  "Kin I have some Frosty Pep now?"

"Hmmm.  I don't know..."

"_Please_ Mom?  I'll be real good!" the cub whined.

"OK!" her mother laughed.  "If you make Mommy a promise, all right?  Listen to 'Danger Woman' on the radio and be real quiet while I make an important phone call, all right?"

"OK!" the girl grinned.

Rebecca scooped some ice cream into a bowl and handed it to the yellow cub.  She turned on the radio and adjusted the tuning knob.  "There you go Molly.  Mommy will be right in the bedroom, OK?  Remember your promise!"

"I will, Mommy!" Molly cried, grabbing her Danger Woman action figure and settling down, cross-legged, in front of the radio.  Rebecca smiled at her for a moment and disappeared into the bedroom.

"So simple, so simple..." she sighed.  ~Can a radio program really make her that happy?  She's been through so much...  No father, she got so attached to Baloo and Kit, and then lost both of them...~  She sat on the bed and, taking a deep breath, picked up the phone and dialed her parent's house in Winger City.

Her mother answered, as she did almost all the time.  "Hi Mom!" Rebecca said cheerfully.

"Rebecca!  How nice to hear from you.  How are things?  How's Molly?"

"Fine, Mom.  Just fine.  Molly's listening to 'Danger Woman' on the radio, you can't tear her away from it!" Rebecca chuckled.

"That child has such an imagination!  She's a dreamer, always has been.  So how's the business?"

"Well - that's more or less why I called, Mother.  Is Dad around?"

"Your father?"  Kayla Cunningham sounded surprised.  Rebecca knew why, of course - she rarely asked to speak to him until the very end of their conversations.  "Yes, he's here - would you like to speak to him Dear?"

"Yes Mom, thanks."  Rebecca heard her mother call her father's name, and a moment later Gregory Cunningham's booming voice came on the line.

"Hello?  Becky?"

"Hi, Dad.  How are you?"

"Well, I'm fine, Darling, just fine.  How are you?" he said a little stiffly.

~Still hasn't forgiven me for leaving.~ she thought.  ~This is a mistake, it's stupid - don't do it!~  "Fine, Daddy.  I wanted to talk to you about the business.  My business."

"Oh?  What about it?" her father responded.  Rebecca could hear the interest creep into his voice.

This was it - no point in sugarcoating.  Her father wouldn't.  "Daddy, I need a loan, to do some aircraft repairs.  I've delayed as long as I can, but it needs to be done."

"You want money?"

"No Daddy!" she replied, trying desperately to keep her anger out of her voice.  "I want to get a bank loan, but I need you to co-sign for me."

There was a pause.  "I see.  Didn't you take out an additional loan, not that long ago - to buy a newer plane?"

"Yes Dad.  But there was a problem with it, and I need to do a major repair.  We've been going with rented planes, but the costs are just prohibitive.  I need that aircraft up and running to have a chance."

"I see.  And how is business, other than that?  Are you taking in a lot of revenue?"

"Business is adequate, Daddy.  It's a very competitive industry.  I've had some bad luck with pilots, and a few minor setbacks due to that.  But once we have that plane back in the air-"

"Naturally."  A hint of sarcasm crept into her father's voice.  There was a long pause on the line, as neither bear seemed willing to break the silence.  Finally, Gregory spoke.  "Rebecca, you know that money is not an issue with me.  But I warned you about this venture of yours, about the risk you're taking-"

"Daddy, I didn't call you for a lecture!" Rebecca hissed.  ~Don't let him bait you!~ she urged herself.  "Daddy, I - the business is fine, there've been a few growing pains but we're getting through them."

"Please, Rebecca!" her father sighed.  "I'm not lecturing you, I'm being honest.  I warn you about this venture of yours, and now here you are asking me for money to bail you out-"

"I'm _not_ asking you to bail me out!" the bearess protested.  "I'm asking you to co-sign - that's all.  I'll pay the bank back - don't you have any faith in me, Dad?  You'll never see a dime taken from your pockets!"

Another long pause.  "Rebecca, I'd be happy to do this for you.  In fact, I would happily loan you money myself.  I'd happily _give_ you money myself!  I'd do it tomorrow, no strings attached-"

"But?"

A sigh.  "I'm sorry.  I can't in good conscience co-sign a loan so you can continue a venture I know is unwise and doomed to fail.  Not when my granddaughter's future is at risk.  All you have to do is come home to Winger City and I'll give you money, your old house, whatever you want.  I'll give you a down payment for a better house - whatever you need!"

"Daddy!  What I want is to finish what I've started and make this business work!  _This_ is my home now!"

"I see."

"Daddy, I'm asking you to do this - for me.  You know it wasn't easy for me to call you, don't you?  All my dreams are here, Dad-"

"Becky...  I'll give you money, as much as you need.  Just as soon as you come home-"

"Oh, _Dad_!" she cried, exasperated.  "So that's it?  You're telling me you won't co-sign the loan for me?"

"I can't do it Rebecca.  Not in good conscience-"

"Fine!  I hope you and your conscience sleep very well tonight!" she interrupted bitterly. There was yet another awkward silence.  "I suppose that's it then.  Say good-night to Mom for me."

"Becky-"

Rebecca hung up the phone angrily.  She was more angry at herself than her father - what he'd done was perfectly in keeping with his actions for her entire life.  But she'd been the one stupid enough to call him...

She fell back on the bed with a weary sigh.  She was in deep now, and she knew it.  It didn't seem possible, the whole thing had felt so right - how could it end up so wrong?  Weren't good things supposed to happen when you did what you believed in?

Baloo walked through the streets of downtown Port Wallaby, hands in pockets and mind deep in thought.  He thought about his future plans, and even his dreams, when he dared to admit it.  About that and the young man he'd left back at the Sea Duck.

Most of the last three months had been like a hazy dream for the pilot.  His future was never planned more than a day or two in advance, as he mostly followed the trade winds hoping to find enough work to keep his stomach full.  He couldn't recall _feeling_ much, one way or the other.  Not much happiness, not much pain.  It was almost as if he were in a kind of half-dead state.

There were worse things than that, he knew.  He knew what real pain was.  He'd had a taste of it in the last week, odd moments here and there as a sidelong glance at Tristan or a careless phrase from the cub caused stabbing pains in his gut.  There had been other things in the last week too - other emotions, ones he hadn't felt in those three months.  You couldn't have one, it seemed, without the other.

He was in an unfamiliar position now, a place he hadn't been in a long time.  He could make decisions that would effect more than just the next two days.  And effect more than just him.  The boy he'd left at the Sea Duck showed no signs of wanting to go anywhere, and Baloo knew it.  It was his move - the ball was in his court.

He found himself down by the harbor of this city he'd never visited before, and slowly walked along the water towards the docks and the cannery, where the Sea Duck was moored.  He didn't like Port Wallaby - it had a cold, unfeeling bleakness to it.  It reminded him of his life of late.

There were plenty of small-time cargo firms here, as in every port.  There would be plenty of stray jobs for a good pilot with a good plane - he knew that.  He could very easily keep going the way he was, just let the boy tag along if he wanted.  It would be different - at least there'd be company for the long hauls.  It would be easy.

He knew as he thought it that it was wrong.  Tristan wasn't a thirtry-eight year old cargo pilot.  This life - Baloo's life - wasn't a real one, not for Tristan.  Baloo wasn't anybody's father, he knew that.  He'd had a taste of it and that taste was bitter.

So what, then?  There were options...  There was Cape Suzette.  There was his old friend Tommy - he might still have a job available, decent pay, a home, stability.  It had a certain undeniable attraction.  Coming home to the same place every day, the same face.  Maybe faces.  Maybe even Becky - Higher for Hire.  She could still be hiring - why not?  Maybe that taste, that feeling he'd felt in his gut so briefly - maybe it was real, it could happen for him, and for - for-...

He looked up and realized he was back at the Sea Duck.  ~I've already known this kid longer than Kit!~ he thought suddenly, out of the blue.  Strange, that felt wrong...  He opened the cockpit door and climbed in. "Tris?" he called.

"Back here!" the boy replied.  Baloo walked into the hold.  Tristan was reclining on the top bunk, reading a magazine.  "Hi Baloo!"

The grey bear's jaw dropped.  He stared at the suddenly nervous cub.  "Where - where did you _get_ that?!?" he hissed urgently.

"What?  What?" Tristan stammered, startled.

"That hat!" Baloo snarled, pointing to the red and blue baseball cap on the boy's head, bill towards the back.  "WHERE DID YOU GET THAT?"

"I f-f-found it!  In the s-storage locker!"  The boy was terrified, cowering against the bulkhead, as Baloo loomed over him, his face contorted.  "I d-didn't know-"

"Damn!" Baloo cried, as he sat down in the bottom bunk, face in hands.  "Take it off!  Take that damn thing off!" he hissed.

"I'm sorry!  Here, take it!" Tristan whispered, offering the cap to Baloo

"Put it away!  Put it back where ya found it!" Baloo bellowed.  The cub leapt down to the floor and stowed the cap back in the storage locker as the pilot sat, shaking, on his bunk.  Tristan sat down on the floor, staring at the grey bear, a mixture of fear and curiosity in his eyes.

Neither bear nor tiger spoke or moved for several minutes.  Finally, Tristan timidly raised his voice.  "Uh, Baloo - are we leaving today, or-"

"No!" Baloo replied, face still hidden in his hands.  "I gotta - I dunno.  We'll stay put fer now."

"OK." the cub whispered.  "Um - should I go get something to eat, or-"

"Whatever." the pilot barked.  Finally, he uncovered his face and stood.  "I gotta think, I gotta think...  You do whatever ya want, I gotta think..."  The pilot slipped out of the plane and walked away.

"Baloo?  Baloo!" the cub called behind him, but Baloo didn't turn.  He walked until he could no longer hear the boy's voice, then looked around him.  He was in a small park of some kind.  He sank down to the ground against a tree and ripped out handfuls of sod with his massive paw.

"Damn!" he muttered to himself.  "Damn, damn...  It ain't the kid's fault, not his fault, don't take it out on him!  Not his fault..."  A feeling of wrongness filled him, overwhelmed him.  He was sick, hated himself with every ounce of passion in his body.  How many more moments like this would there be?  How many more tidal waves of regret and pain?

The image of Tristan living on the street filled his mind, and he winced.  There was a gentleness, a naivete' about the cub - a helplessness.  A toughness lacked, where Kit had endless resources of it. Seemingly endless.  And now Tristan was sitting on Baloo's plane, waiting for him to return.  The pilot pounded the ground in frustration.

Was this it, all his life was destined to be?  Long periods of gray nothingness punctuated by brief flashes of searing pain?  He wasn't sure how much more he could take.  And he knew he could never look at the cub sitting on the Sea Duck right now and not see Kit's face staring back at him.  

A flash of bitter inspiration hit the grey bear, and he stood with a sigh.  He turned and got his bearings, then headed for the skyline of downtown Port Wallaby.

Wildcat knew something was wrong.  There were the obvious things, of course - they still hadn't fixed the P-27, and their rented plane sat idle far more often than it should.  Their latest pilot, a weary-looking coyote named Scott, had left town a few days earlier and Rebecca had made no move to replace him.

But the mechanic had noticed other things, too.  He did that a lot - notice things.  Folks never seemed to expect him to, but he did.  And he'd noticed a change in Rebecca.  She spent long stretches sitting in silence at her desk, staring into space.  Usually she was busier than anybody he'd ever seen - always running around, doing this and that.  He liked that -it was reassuring, knowing that whatever else was going on Rebecca would always be in motion, in action.  Wildcat liked things that behaved like they were supposed to, all the time.

There had been several times when he'd thought seriously about talking with her, asking her what was up, but in the end he always figured it was none of his business.  Stick to machines and engines - if there was anything he needed to know she'd tell him sooner or later.

"Hey Ree-becca!" he grinned, walking into the office with an old carburetor that he'd found in a junkyard.  The least he could do was try to cheer her up...  "I found this ol' carburetor somebody threw out.  I figger, like, when we get the engine replaced we can keep this little guy around fer a spare, right?  In case we-"

"That's nice Wildcat." she sighed.  "I wish I'd listened to you when I first got here - things might be different now..."

"Whaddaya mean, Ree-becca?" he replied, puzzled.

"Sit down." she said.  

That was always a bad sign, in his experience.  "What's up?"

She smiled at him and patted his paw gently.  "It's all over, Wildcat.  It's about time I admitted it to somebody besides myself."

"Whaddaya mean, Man?"

"Oh Wildcat..." she sighed.  "It's just not working.  We're too far in debt and we don't have the capital to make the upgrades we need to become competitive.  If I try to ride this out, I'll just end up like Baloo - broke and foreclosed.  At least if I cut my losses now I can get on with my life."

"Jeez Ree-becca - ya mean it?"

"Afraid so.  The bank won't give us any more money, and if things keep going on the way they are I won't even be able to pay your salary, much less a pilot.  I made too many mistakes - I thought I knew everything, and I didn't listen to the people who really did know this business-"

"Aw, that ain't true!  Yer real smart, Man!  Everything'll work out-"

"Maybe." she smiled sadly.  "If it were just me Wildcat, maybe I'd fight to the last breath.  But it's not - I have to think about Molly.  And I can't dig myself a hole so deep even she won't be able to crawl out of it.  It's time to cut my losses.  The worst part will be facing my father - he'll be so forgiving, so sympathetic..."

The expression that flashed on Rebecca's face was one Wildcat had never seen before, and he didn't like it.  "So - what're ya gonna do?"

She drummed her fingers on the desk absently.  "I've already made some inquiries...  This business has real potential - for someone that has the cash to do it the right way.  I'm sure they'll keep you on, I'll make sure they know how good a mechanic you are.  I certainly do."

"No, I mean like - what're _you_ gonna do, Ree-becca?" the mechanic asked patiently.

Rebecca looked at him for a moment, seeming surprised, then squeezed his paw.  "I'll go back to Winger City with Molly I suppose.  She'll never want for anything there, my father will see to that I'm sure.  I'm really very lucky, you know?  To have that to go back to, I'm really very lucky..."  She stood and grabbed her jacket.  "I'm going to go out for lunch today, Wildcat."  She walked over to the door and turned.  "Would you like to join me?"

"Oh, no thanks Man.  I already ate." the lion replied.  "Sardines and cream cheese on rye."

She giggled.  "Wildcat, you can always make me laugh!  See you later."  She turned and was gone, leaving the mechanic alone in the office.

Another new owner to break in - no sir, he didn't like that at all.  It was better if things stayed the same - He'd had Baloo there since before he could remember, and just when he got used to that, Kit had showed up.  He really liked Kit. And then Molly and Rebecca.  He liked them too.  But they all went, one by one.  He didn't like that at all.  One thing you could say about an engine - it ran the same way every day, providing you kept it in good shape.  If only people were the same way...

The sedan rolled along the busy downtown streets of Port Wallaby, slowly weaving it's way towards the outskirts of the central business district.  Baloo sat on the passenger side, staring out the window, lost in thought.  The driver was a serious-looking elephant in a black suit, who cast curious glances over at his silent companion every few seconds.  

"You're doing the right thing, Mr. Baloo." he finally said as the car escaped the congestion of downtown and turned towards the harbor.  "You should be-"

"Yeah yeah, I know." the big grey bear said softly.  "Doin' the right thing."

"You say the lad stowed away on your airplane, eh?"

"Yeah." the pilot whispered.

"Amazing, what these youngsters get themselves into!" the elephant said, clicking his tongue.  They drove for a few more moments, and the Sea Duck came into view, moored on the harbor in the shadow of the cannery.  Baloo stepped out of the car, dreading the moments to follow.  His feet felt like they were encased in cement.  The elephant fell into step behind him.

When Baloo peeked his head into the cargo hold Tristan was in the lower bunk, absently leafing through a book.  He looked a little sullen.  "Hi Kid.  Sorry I blew up at ya earlier."  Baloo said sheepishly.

The boy's expression softened.  "That's OK.  No big deal.  Listen, I was thinking maybe we could go-"

"Wait up Kid." the pilot sighed.  He stepped aside as the elephant slipped past him onto the plane.  "I want you ta meet somebody."

Tristan tensed immediately, eyes darting nervously between the two adults.  "Hello Tristan." the elephant smiled.  "I'm George Pachyman.  Pleasure to meet you."

The young tiger did not shake the hand that was offered to him.  "Who are you?" he asked warily.

"I'm-"

"Mr. Pachyman's with the Department of Child Welfare, Kid." Baloo interrupted.  The boy tried to dart past him, but Baloo grabbed his arm and held him easily.  "He's gonna help ya."

"You - you turned me in?!?" the boy spat.  "Why?"

"Kid-"

"Young man, I want to help you." the elephant said soothingly.  "You're not old enough to be on your own, you belong-"

"You bastard!" Tristan screamed at Baloo, who turned his eyes away.  "Why did you do this?  I thought you were my friend!  How could you do this to me?!?"

"Doin' you a favor, Kid." Baloo mumbled.  Pachyman grabbed the cub's other arm and Baloo walked up to the cockpit without turning.  

"Bastard!" the boy screamed.  "I hate you!  You hear me?  I hate you!"

"That's fine, Kid." Baloo whispered.  "Whatever you need."  He leaned back in the seat, eyes closed.  He could hear the cub complaining and swearing as the elephant led him over to the car, but he didn't look.  The car door slammed, and Baloo heard the engine engage as it sped off.  

Without opening his eyes, Baloo started up the Sea Duck in a routine he knew so well he could do it in his sleep.  Right now he just wanted to be as far away from Port Wallaby as possible.

Rebecca collected the last of her personal belongings from the office and gently placed them in a box.  The deed of ownership would pass the next day, but that could be handled at the bank, and there was no point in sticking around here any longer.

Molly had taken the news badly - of course she would.  The yellow cub loved Cape Suzette and had from the first day she'd been there.  Who wouldn't?  She wasn't old enough to understand about responsibilities yet.  She was lucky.

Rebecca looked around the office, casting her mind back to that first day, all, those months before.  Baloo had been abominable - rude, inconsiderate, condescending.  But it hadn't mattered - she'd felt excited, energized, as soon as she saw the place.  The feeling of _rightness_ was overpowering.  As unfriendly as Baloo had been at first, Kit had been the opposite - charming, considerate...  She'd loved him immediately, and so had Molly.  She'd felt the pain that haunted him, sensed it.  She was a mother.  They needed each other.

And as for Baloo, well - she'd seen through him, too.  He was part of the _rightness_, somehow.  It had all been perfect.  Messy, difficult, painful - but perfect.  It was hard to believe it could all go so wrong, so fast.

She'd invested so many dreams in this place.  It was the first time she'd ever failed, at anything.  She didn't much like it.  But then it was the first time she'd ever really _tried_ anything  - anything really risky.  That didn't make her track record very good.

She thought about Baloo and Kit for a moment - where they were, what might happen to them.  It hurt to think about it.  She thought about herself - where she was going.  Maybe she'd been wrong all along.  She been so _sure_ - if she followed her gut, did what she felt was right, it would all work out.  Now she was going back to the life she'd fled once.  It hurt to think about that, too.

At last she thought about what might have been, about possibilities.  That was what she saw more than anything else when she looked around this old office.  She saw them as clearly as if they were happening in front of her eyes, and it was glorious.  It was everything she'd hoped for, everything she'd dreamed of.  It was success, hard work rewarded, and people she loved.  It was hers. 

But it was a mirage.  This was someone else's office, someone else's dream now.  Not hers.  She'd given dreams a shot, and now it was time to leave them behind for more fortunate souls to find and revel in.  Maybe someone would find theirs here.  She almost had, but not quite.  Wiping away a tear, she opened the door and stepped out into the sunny afternoon, and closed it softly behind her.

Baloo flew for a long time, part of his mind absently monitoring the skies in front of him but most of it far away.  He was surprised when the fuel alarm rang out, and jerked his attention back to the world of the senses.  He looked around him - by a remarkable stroke of fortune there was a cluster of lights not far off the starboard side - A city.  Land.

The port engine was completely out of fuel, but the starboard had a few drops left.  He eased the throttle back as far as he could without stalling the engine and headed for the lights at a slow glide.  He had no idea whatsoever where he was  - he hadn't been paying the slightest attention to his navigation instruments.  

The starboard engine struggled on and he managed to touch down on the water near a cluster of shipyards and docks.  It could have been anywhere, and at the moment he really didn't care.  He wasn't sure he'd ever care.  Places didn't mean much, in the big picture.  Not his picture anyway.

It was late - the sky was dark and the shipyards were all shut down.  Baloo sat in the cockpit, listening to the waves lapping against the pontoons as the Sea Duck gently rocked in the water.  

He made a decision.  Wherever he was, that's where he was.  It didn't matter.  It was good enough.  His life would be here, and he wouldn't let anyone hurt him again, not ever.  People were trouble - they walked out on you, they hurt you.  He knew that - he should have known it sooner, but at least he knew it now.  And Tristan knew it too, thanks to Baloo.  He'd done that cub a big favor by showing him what happened when you let someone get close to you...

So he was a wiser man now, he figured.  It just wasn't worth it, those few moments of raw joy.  The price was too great.  He'd figured he was all paid up but the world didn't work that way, and every time he forgot the world taught him a lesson, to remind him.  He'd had enough lessons.  He'd finally learned.

He heaved his body out of the pilot's chair and into the cargo hold, feet like lead.  He was weary, tired like he'd never been.  He opened the storage locker and pulled out the red and blue baseball cap, which the tiger cub had dutifully replaced exactly where he'd found it.  He'd held onto some things for far too long.  It was time for a funeral for the old Baloo.

He stepped out the cargo door and onto the dock.  He walked out as far as he could go, and stopped, staring down into the murky depths.  Moonlight and stars reflected off of the rippling water, and he smelled salt.  It was the sea, he knew that much.  It seemed appropriate.

Baloo held the cap out, over the water, but his fingers wouldn't let it go.  His old self wouldn't die quite that easily - it was as if there was one more struggle left in it, and instead of releasing the cap his fingers clenched into a fist, crushing the fabric tightly.  His hand shaking, Baloo slowly brought the cap to his face and held it there, blocking his eyesight but not his vision.  He sobbed, but no tears fell.

He stood there for several moments, his body racked by sobs every few seconds, the old cap in front of his face.  Finally, his arm stopped shaking, the sobs ceased and he breathed deeply.  The war was over.  He shut his eyes tightly and held his hand out over the water, releasing the cap, which fluttered slightly in the breeze and landed with a small, crisp splash on the water.  He stood there for several minutes, eyes closed, as the receding tide gently carried the old cap away from him.

Finally the grey bear sighed deeply and turned and walked back down the dock and onto land.  His gaze hard, he walked in a straight line, not sure where he was going but not particularly caring.  It didn't seem to make much difference anyway - a place was a place.  The old yellow seaplane sat impassively on the water, gently rocking in the waves.

"I'm here!  I'm here!"  Kit cried.  "Don't go, don't-"

"Young man!  Wake up!" Mrs. Newberry hissed irritably.  "This is not a place for sleeping!"

Kit jerked his head up, looking around him wildly.  "Where is he?  Where's Baloo?!?" he almost shouted.

The librarian was startled to see tears on the boy's cheeks.  "Mr. Cloudkicker!  Are you all right?"

Kit stared at her, small sobs escaping his chest.  This was so... confusing - what was going on?  "Where - where am I?"

"The library of course!  Are you all right, Kit?  You've been crying..."

The cub brought his hands to his cheeks, feeling the tears.  "L-library?!?  But - Baloo!  Rebecca!  They were here..."  A wave of panic raced through him, and he trembled violently.

"Take it easy!" the librarian said calmly, kneeling next to him and wrapping an arm around his shoulder.  "You must have fallen asleep, had a dream-"

"Dream?  No!" the cub hissed.  A sharp memory flashed in his brain.  "Mr. Bright!  Where's Mr. Bright?  He was here-"

"Who?" the librarian frowned.

"Mr. Bright!" Kit said desperately, more tears running down his cheeks.  The images were terrible, they were real.  They _had_ to be real!  "Peter Bright - the new counselor, he was talking to me..."

"Mr. Cloudkicker - there's no counselor at this school named Peter Bright." Mrs. Newberry said gently.  

"What?!?" Kit cried, aware at some level that he was in a library and shouldn't shout but not caring.  "He was _here_!  I talked to him, he held my hand-"

"No, Kit.  We don't have any counselor named Mr. Bright." the librarian said firmly.  "I think perhaps you'd better go see the nurse-"

"No!  No nurse..." Kit whispered.  "I'm - I'm all right...  I just don't get it..."

"Well..." Mrs. Newberry said dubiously.  "If you're sure.  In that case you'll have to go to class-"

"Huh?" Kit gasped, racked by another sob.  "Class?"

"Yes - what's you're seventh period class?  You can't stay here-"

"Seventh period?  What time is it?" Kit asked, his breath coming in ragged gasps.

"Almost two.  You can still make it if you hurry-"

"Two?!?" Kit squeaked.  "But - that's impossible!  I - I - "

"Kit, you either have to go to the nurse or go to class, those are the rules." the librarian sighed.  "I really think you should go to the nurse, you seem very-"

"No!" Kit panted, wiping his eyes.  "I'll - I'll go to class, thanks."  He picked up his books and got unsteadily to his feet.

"Are you sure?" the librarian asked, concern in her voice.

"Y-yes.  Thanks." Kit whispered, exiting the library.  He didn't want to see any nurse right now, no way...  Even gym class would be better than that.  

"Maybe I'm going nuts!" he mumbled to himself.  Could he have dreamed it - was it possible?  He closed his eyes, but that was worse - Rebecca and Baloo were there - lonely, haunted.  Betrayed.  He choked back a sob and leaned on a locker for support.  He needed them now - he wanted someone to hold him, comfort him.  He wanted to tell Baloo and Becky everything was all right, that he was sorry...  But he was alone in the hallway, his ragged breaths the only sounds as all the other kids were tucked away in their classes. 

~Higher for Hire is out there!~ he told himself urgently.  ~It's there!  You _know_ it is!~  But until he saw it, felt it... he couldn't be sure.  He trembled again, and set off down the hall.  Higher for Hire seemed like it was a million miles away from him.  He couldn't shake the fear that he'd never see Baloo and Becky again - they'd be gone, and he'd be alone.  ~It's irrational!  Don't be a dumb kid, it was just a dream - a nightmare!~ he told himself.  ~It was just a nightmare...~

TO BE CONTINUED 


	3. Baloo

SECOND SIGHT 

Author's Note: Some of the scenes in this portion of the story are of a mature nature, and some readers may find them offensive.  It's not my intent to upset anyone and I don't think anyone will be offended, but I thought you deserved a heads-up.  Rest assured, anything I did I did for dramatic purposes, and not to be pointlessly controversial.  On with the show...

"To fear love is to fear life, and those who fear life are already three parts dead."

                        --Bertrand Russell

"You will find as you look back upon your life that the moments when you have truly lived are the moments you have done things in the spirit of love."

                        --Henry Drummond

PART III 

There was Louie's, on the horizon, reassuringly calling to him just like always.  Baloo banked the plane in preperation to land.  It felt good to know that Louie's was there, especially when everything else was going to hell in a handbasket.  He could always go to Louie's and relax, be himself.  With nobody around criticizing his every move...

The grey bear landed the plane and sat back in his chair with a sigh.  He was surprised at how tired he was - every cargo run seemed to drag a little more life out of him.  "Not gettin' any younger!" he grumbled to himself, eyes closed.  Was that it - Was that why he felt so beat all the time?  Or was it something else?

The pilot had been struck lately by just how hard it was to live up to someone else's expectations - it was something he hadn't worried about for almost twenty years.  The only person he ever had to worry about satisfying was himself, and he'd never heard any complaints.  The last year, almost two, since Kit had showed up - once that initial euphoria had passed, Baloo had become painfully aware of just how much work he'd let himself in for.  Every decision, every action had hidden consequences, and at the end of the day, Kit always looked at him, with those sad eyes, so full of affection - and expectation...

What right did he have to expect Baloo to change?  He was the same bear he'd always been - wasn't that good enough?  Kit had been glad enough to have that bear take him in off the streets, shelter him, feed him, clothe him!  He'd saved that boy's skin more times than he could count already - and now he was supposed to feel guilty about having his own life, his own wants?  What right did the boy have?  What right did he have to - _need_ Baloo that much?  

The grey bear hopped down onto the floating pier with a weary nod at Louie's attendants, who descended on the Sea Duck with squeegees, gas pumps and rags in hand.  Baloo opened the bamboo doors and took in the familiar sight of Louie's Place.  It was crowded.  Baloo checked his watch - one fifty-five.  Pretty big lunch crowd for this late in the day...

"Hey, Little Boy Baloo!" Louie called.  "What's shakin', my main man?"

"Not much, Louie." Baloo nodded, heading for an empty table.  ~Don't feel like sittin' at the bar today...~

"Whassup Fuzzy?" Louie frowned, lithely hopping over to the table.  "You seem downer than a feather pillow!"

"Naw, I'm OK Pal, just a little beat." Baloo grinned tiredly.  "Gimmee two cheeseburgers and a mess o' french fries, wouldya Louie?"

"Sure Cuz!" Louie chuckled.  "Nothin' wrong witchoo a little grease can't put right!"

The bear had almost reached the bar when Baloo called out to him.  "Hey Louie, about them cheeseburgers..." he said hesitatingly.

"Yeah Cuz?"

The big bear stared thoughtfully at him for a moment, than sighed.  "Make sure they got plenty o' onions on 'em, OK?"

"Sure Fuzzy, no problem!" the orangutan frowned, puzzled.

"Man can't enjoy a little lunch without feelin' guilty?" Baloo grumbled under his breath.  "Guilt stinks, it's fer losers..."  What was the world coming to - he couldn't come to Louie's and enjoy his favorite meal anymore?  Even when he was alone, he wasn't alone.

"'Scuse me?" a voice called from behind him, causing the grey bear to jump.

Baloo spun.  A tall white hawk in a black leather bomber jacket stood, grinning down at him.  "Jeez - scared the ailerons outta me, Ace!  Didn't hear ya back there..."

"Sorry!" the hawk chuckled.  "Don't want to bother you, but I couldn't help overhear you and Louie talking...  You wouldn't by any chance be Baloo, would you?"

"The very same." the grey bear nodded.  "I don't think I know you, do I?"

"Peter, Peter Bright!" the hawk grinned, extending a hand.  "I've heard a lot about you - always wanted to meet you!  Mind if I sit down?"

Baloo reached for the hand and frowned.   "Normally, I would, Pal, but I kinda wanted ta-"  He started and pulled his hand back slightly, a jolt running through him at the touch.

"Man oh man, you're Baloo!  I always heard you were the best pilot around - that true?" the hawk asked, sitting.

The pilot jerked his attention back to the hawk's face.  "Heh heh!  You heard right, Pete!  Best pilot in these skies - or any others!"

"Wow!" the hawk whistled appreciatively.  "That's your plane out there - the L-16, right?  Are those Superflight-100 engines you've got on her?"

"Good eye Pete!" Baloo chuckled.  "That's the Sea Duck - my baby!  A pilot this great needs a great plane, am I right?"

"Ha ha!  You got that right!" the raptor laughed.  "You got a plane like that and the sky, that's about all you need, huh?"

"Sure." Baloo nodded, casting his eyes down for an instant.  "Can't ask fer no more than that..."

"Hey - did I say something wrong?" the hawk frowned.  "Sorry if I offended you-"

"Naw - that's OK." Baloo frowned.  "Say - I haven't seen you around Louie's, have I?"

"Nope!" the hawk grinned.  "I'm new around these parts.  But I know all about the incomparable Baloo, though...  And here we are, face to face!"

"That we are..." the grey bear mused.  He was beginning to get a strange feeling about this man, there was something odd about him.  Baloo wasn't scared, exactly, or nervous, just... unsettled.  "How do ya know so much about me, Pete?  I knew I had a little reputation, but..."

The white hawk stared at him for a long moment, his expression unreadable.  Then he smiled a small smile.  "I know things.  I'm a good judge of people, let's say.  If you don't mind me saying so, you don't seem particularly happy at the moment, Baloo."

"Whaddaya mean?" Baloo scowled, thinking about leaving the table but not quite ready to do it.  He was curious, a little...  "There's nothin' wrong with me, Friend!"

"Of course." the hawk chuckled.  He leaned back, hands behind his head.  "It's not easy, being a father.  Is it?"

"What?" Baloo gasped.  "You seen me in here with Kit - that it?"

"Not easy... Especially when you've been on your own for so long.  It's not easy having to think about somebody else's needs-"

"Who are you?" Baloo hissed.

The hawk laughed.  "Food, shelter, protection... Those are pretty easy, huh?  I bet they come pretty naturally to you Baloo.  But there are other kinds of needs that aren't so easy."

"Who _are_ you?" Baloo hissed, more urgently.

The hawk sighed.  "Does it matter, Baloo?  I know how hard all of this is for you.  Nobody ever seems to care about what you're feeling, do they?  Everybody depends on you, all the time...  But nobody wants to listen to your problems.  So - I want to listen!  That's who I am.  The guy who wants to listen to your problems."

"This is weird..." Baloo whispered.

"Life's weird.  Deal with it!" the hawk chuckled.  "You can deny it all you want, but I know you're not a happy flier right now, Baloo!  And I also know you don't think there's anybody you can talk about all this with.  So either you're going crazy or I'm a guy who has nothing better to do than listen to your problems.  So let's just say I'm that guy - we'll both be happier that way!"

"Gotta lay off the passion fruit tacos before bed!" Baloo mumbled.

"Can't argue with _that_!" the hawk laughed.  "So, now that we've got that settled - what's on your mind?  What's got you so down?"

Baloo shook his head.  "Can't figger it out..."  The weirdest thing was - the guy was right!  He _did_ want to talk about his problems with somebody!  Should he?  Maybe he'd wake up in a minute...  "Can't figger it out..."

"It's Kit, huh?  And maybe Rebecca too?"

Baloo's jaw dropped.  "What the - that's impossible!  How could you know-"

"Listen..." the hawk said warmly, grasping Baloo's left paw in his right, "If things are that bad, maybe you should think about moving on, you know?  Maybe Kit isn't worth all of the heartache you're going through-"

"Wha - No!" Baloo protested.  "Look Fella, I dunno who the heck you are but I - I... love that boy!  And I ain't gonna hear nobody say different!"

"Well, of _course_ you do!" the raptor smiled patiently.  "So if you love him then, what's the problem?  He doesn't love you?"

"Sure he does!" Baloo scowled.  "Too much, maybe..."

"How so?"

"Well, it's just he... he always _needs_ me so much, yaknow?" Baloo sighed.  How had he gotten to talking about this - with a total stranger?  And why wasn't he stopping?  "It's like - the way I always been, the stuff I do - it ain't good enough anymore."

"Expectations are tough things." the hawk nodded.  "Sometimes they don't seem very fair.  But at the end of the day, the person you have to answer to is yourself, Baloo."

"Maybe Pete, maybe..." Baloo sighed wearily.  "Maybe I can't be the same guy I always was, not with a kid around ta look after.  And not just him, there's Becky an' Molly too..."

"Becky can look after herself, surely?  And help you with Kit?"

"Do you know _everything_?" Baloo scowled.

"Why stop now?" the raptor grinned.

Baloo chuckled and shook his head.  "Becky.  Ol' Becky...  She's a bright gal, Pete.  An' she does help me with the boy, she really does.  He loves 'er, and she loves him too, I think.  But she's always gettin' inta messes an' such - thinks she knows ever'thin'!  And naturally I hafta bail her out!"

"Someone has to!" the hawk laughed.

"I guess!  But then she's always ridin' me, puttin' me down, even in front o' Kit!  I know I ain't perfect but I been doin' all right fer twenty years before she showed up..."

"What was it like - before she showed up?" Peter asked.

"It was fine!  I was happy as a clam!" Baloo grinned.

"No problems at all, huh?" Peter grinned.  "That must've been a great life - no worries, no obligations..."

"Yeah..." Baloo frowned, staring at the hawk for a long moment.  "The business was called 'Baloo's Air Service' then - howz _that_ fer a great name?  I wasn't exactly Shere Khan but flyin' is flyin', an' I knew flyin'!  Every day I woke up knowin' that place was mine, an' I could do whatever I wanted.  Sometimes that was flyin' cargo, sometimes it wasn't.  Didn't hafta worry about cleanin' up no messes, neither...

It were just me an' Wildcat, had been fer nearly ten years.  Before that it was just me.  Me an' my beautiful Sea Duck.  Only friend I had that never let me down.  We were a great team, the Duck an' me.  Still are!  I flew solo in those days, I liked it fine...

I guess I wasn't a very good businessman - I didn't exactly keep up on all my bills, if ya catch my drift.  That was gonna catch up with me sooner or later, 'course I had no idea.  That stuff just didn't seem important, detail stuff.  Flyin' was what I cared about.  

It all kinda came to a head though - all that stuff I let slack, let drift by.  February it was, I remember that...

"Baloo!  Hey Baloo!" Wildcat called, stepping into the old wooden building that housed Baloo's Air Service.  It was a mess, to say the least - half-eaten sandwiches, pizza boxes, dirty socks and a stunning variety of other detritus adorned the floors and every scrap of furniture.

Baloo woke with a start, and looked around blearily.  "Wha - what is it?  Wildcat?"

"Hey Baloo!" the mechanic grinned at him.  "I need ta put new plugs on the port engine, Man.  You gonna be needin' the Duck today?  It's a pretty big job."

"Plugs..." Baloo yawned.  "Yeah sure, won't be needin' 'er fer a while I guess.  What time is it anyways?"

"Like, almost eleven.  Ya got any deliveries today?"

"Eleven?" Baloo gasped, lumbering to his feet.  "Holy cow - Louie's havin' a big wing-ding this afternoon, I can't miss that!"  Baloo found that he pretty much marked the passage of time by Louie's parties.

"Oh.  So - you'll be needin' the Sea Duck then?"

"Yup - sorry Wildcat!" the pilot yawned, grabbing a hamburger off of the gramophone and biting into it.

"OK - guess I'll work on that clogged sewer pipe." the mechanic replied.  "Seems like it could be a pretty big job..."

The sea and the sky were a brilliant blue as the grey bear guided the Sea Duck through the clear Pacific Afternoon.  Baloo knew the route between Cape Suzette and Louie's Place like the back of his hand.  In his younger days, he found himself there nearly every day some weeks, but he'd been going less and less as he'd gotten older, sometimes not stopping by for weeks at a time.  For some reason, he just didn't seem to have as much fun there as used to...

He still loved Louie's - it was as close as the big bear had to a home, and the red ape the closest thing to a family.  It hadn't changed in ten years, but then neither had Baloo.  He had everything he wanted - his plane, his freedom - but it was sometimes very hard to convince himself to get out of bed in the morning, to face the same world yet again.  Even Louie's felt like a grind sometimes.

"Yer gettin' old!" he muttered to himself as he often did when these thoughts invaded his brain.  Why wasn't he satisfied?  He'd been happy for almost twenty years with this life - why should now be any different?  And why didn't he look forward to Louie's parties with the same anticipation that he used to?  He knew the obvious reasons - he always felt tired after one of Louie's bashes, each time a little more tired than the last.  And he always ended them the same way - back to Cape Suzette, alone.  Only that never bothered him before...

There was his flying, of course.  Baloo still loved that.  But even flying didn't bring him the same joys it had when he was a younger bear.  He was the best pilot there was, he knew it in his heart - but what _good_ was it?  No one ever saw him, no one knew how great he was.  He delivered a few cargoes when he felt like it - but who cared?  And when he was gone, retired or whatever - there'd be no one to pass his magic on to.  No one to carry on his name, no one to fly Baloo Corkscrews.  The thought made him sad, and Baloo didn't feel sad very often, hadn't for a very long time.  He'd overdosed on sad long ago, and banished it from his life.

The familiar palm-dotted isle appeared on the horizon, filling Baloo as it always did with a sense of comfort and well-being.  Louie's was always there, always festive.  So what if he didn't have anyone at home, there was always the gang at Louie's.  They were his family.  And the ape threw a helluva party, there was no doubt about that.

It was a good bash, even by Louie's standards - several of the patrons had already 'celebrated' themselves under the table by the time Baloo had been there for an hour.  Baloo himself had been known to enjoy an occasional rum sizzler, but on days when he planned to fly home he restricted himself to mango fizzes and every high calorie delight the red ape had in his bag of tricks.

"Man, I'm gettin' too old fer this, Cuz!" Louie chuckled ruefully to Baloo, as his best friend leaned serenely against the bar, munching a cheeseburger.  "These parties get wilder every year, and I get more dead _beat_!  Maybe it's time ta put a rockin' chair behind this ol' bar!"

"Not likely!" Baloo laughed as the orangutan utilized three limbs to prepare three drinks at once.  "I know ya Louie - you'd go nuts if ya didn't have people around this place drivin' ya nuts!"

Louie scowled.  "Boy, Baloo - sometimes runnin' this place is like workin' in a zoo!"

"Louie ol' pal - you just gotta lean my secret to re-lax-ation!" Baloo grinned.

"Yeah?  And what's _that_ - Cuz?" Louie asked skeptically.

Baloo raised a hand and snapped his fingers at the band, which eased into a rollicking Caribbean rhythm.  Baloo closed his eyes, feeling the music carry him away, as it always did.  "Oh, yeah Man!" he purred, slowly walking round the bar, snapping his fingers, as the attention of the revelers began to shift in his direction.  Where it belonged, the way he figured it.

The big grey bear gave a bar stool a tremendous spin and planted himself atop it, breaking into song.

            _"When life down here's a thundercloud_

_             I take off for the air!_

_            I soar above the madding crowd,_

_            Without a single care!"_

The barstool carried the pilot almost to the ceiling, where he grabbed a bowl of fruit and placed is squarely on his head.  He looked around - the joint was his now, every eye was on him.  He rode the stool back to the ground and whipped a tablecloth from under the drink of a startled pilot, wrapping it around his waist like a grass skirt.  He snapped his fingers and resumed his slow circuit of the hall.

            _"Oh, I'm not one ta stick around._

_             When troubles start ta brew!"_

"So see you later, Navigator!" Louie called merrily, fully caught up in the moment now.

            _"I know just what to do!"_

_            "I'm gone!"_

"He's gonna fly!" the simian waiters sang in chorus.

_            "I'm gone!"_

"Adios bye-bye!"

            _"Don't trouble me with troubles, Man,_

_             I'm gone!"_

Baloo was dancing from table to table now, secure in the knowledge that the room was his, as the waiters and Louie continued to serenade him in chorus.

"Oh - oh, he's gone!  

 He's gone - wait a minute!

 He's gone - just a minute!"

            _"I love to be above it all, I'm gone!"_

"Ooh-ooh, he's gone!"

Baloo wound his way to the stage, where Louie joined him as both danced merrily to the swinging sounds of the band. 

            _"I'm gone!_

_             Lay it on me, jack!_

_             I'm gone!_

_             Take the wing, Bing!_

_             I'm gone!_

_             Pull the chock, jock!"_

The band rolled into the grand finale of piano, steel drums and bass as Baloo and Louie gyrated wildly.  Baloo looked around him at the laughing faces and felt like a kid again, just like he always did at Louie's parties.  All of his worries seemed far behind him now.'

As the band finished playing to a rousing cheer, the door swung open with a clatter, and Baloo's eyes made out a flash of green zipping it's way across the floor in a wild zig-zag pattern.  ~That's interesting!~ he thought as the blur drew closer.  He felt a resounding crash on his ample belly and fell back with a loud "Oof!", all the wind knocked out of him.

He shook his head dizzily and felt a weight pressing down on his gut.  To his surprise, a small brown bearcub in a worn green sweater knelt on his belly, staring up the pilot with an expression of surprise that matched Baloo's own.  Their eyes locked, and the pilot felt a strange flicker of communication pass between them, just for an instant.  "Well, well!  What have we _here_?" he chuckled.

A pilot burst through the door and into the club, a heavyset dog with a flop-eared hat.  Baloo recognized him as one of the dozens of free-lancers that passed through Louie's on occasion.  The dog made a beeline straight for the stage, an angry scowl on his face.  "C'mere, you half-pint hitchhiker!" he growled, advancing on the cub menacingly.

Something about the boy's manner intrigued Baloo, and he was always one to root for the underdog anyways.  "Cut the kid some slack - Jack!" he rumbled, stopping the dog in his tracks with a massive paw.

"Yeah - listen to the fat lady!" the cub snarled, surprising Baloo with the defiance in his high-pitched voice.  Not to mention the verbiage.

"Lady?!?" the grey bear howled indignantly.

"Whatever!" the cub scowled.

"Uh - didn't know he was a pal o' _yours_, Baloo!" the dog stammered.  "No hard feelings, okay?  Nice kid!" he grinned obsequiously, patting the boy on the head.  He backed away and made himself scarce.

Baloo grinned down at the little fellow and slipped off his 'skirt' and fruit hat.  "Heh heh!  That was quite an entrance... L'il Britches!"  He surprised himself by using that affectation - he hadn't heard it in years...

"Hey!" the boy gasped in wonder as he saw Baloo's flight shirt and cap.  "You're a pilot!"

"Last time I checked!" the grey bear grinned.  Strange kid...

"Are ya _good_?" the boy spat defiantly.

Baloo laughed uproariously.  ~Kid's got a lotta spirit!~ he thought.  "Heh heh!  The _best_ Kid - numero uno!"

The lad looked up at Baloo, a new respect in his eyes.  "Umm - _I'm_ gonna be a pilot someday!"

Baloo chuckled and tousled the cub's hair.  He had spunk - the pilot couldn't help but like him immediately.  "Heh heh!  Bet ya will be too!" he grinned.  He noticed the boy was carrying a small wooden chest under his arm.  "Hey - nice luggage!" he smiled.

"Hands off!  It's mine!" the cub snarled, pulling the box away protectively.

"Easy Kid - I was just admirin'!" Baloo grinned easily.  "Well - see ya in the funny papers!" he nodded, strolling towards the door.  "Always leave 'em wantin' more!" he chuckled to himself.  No way he was ever gonna top that performance, no way...

~Maybe I missed my callin' - shoulda been a singer!~ Baloo mused as he sauntered out towards his plane.  ~Weird business, about that kid...  Wonder where he came from?  Kid hadda lotta spunk, gotta give 'im that - wasn't afraid o' me fer a second!  And why'd I call 'im 'L'il Britches'?  After all this time...

"Doo-bee-doo-bee-doo!  Ah - miss me Baby?" he chuckled, giving the Sea Duck a loving pat on the fuselage.  He settled into the pilot's seat and started the engines.  The old seaplane inched it's way along the water, gradually picking up speed in a spray of propwash as it headed towards open seas.

The smooth hum of the Superflight-100 engines was as sweet as any music to the grey bear.  He leaned back and closed his eyes as the plane took to the air.  He put his feet on the wheel with a contended sigh.  "Oh Baby... That's my girl!"

He jerked his eyes open as his peaceful trance was broken by a light tapping on the starboard window.  Much to Baloo's surprise, the cub from Louie's stared back at him, eyes wide.  The pilot's jaw dropped, and then he cracked an astonished smile.  "Hiya Kid!  Need a lift?"

"Mmm hmmm!" the cub's muffled voice replied.

"It's a lot comfier inside!" the big bear grinned.  He rolled down the window and grabbed the scruff of the boy's sweater, easily lifting him inside and onto the navigator's seat.  "Welcome aboard, L'il Britches!"

The boy's eyes darted around quickly, taking in everything the cockpit had to offer.  Baloo glanced over at him, struck once again by the boy's pluck.  ~Takes guts, hitchin' onto a movin' plane like that...~

"O Man - what a great _plane_!" the boy gushed.  "A Conwing L-16, right?"

Baloo was immediately impressed - most people couldn't tell a Conwing from a chicken wing.  The kid was all right... "Good _eye_ Kid!  I call her the Sea Duck!  My best friend!  Customized 'er myself!" the big grey bear said proudly.  He pounded on a panel., and it popped open, revealing two bottles of soda, one of which he handed to the cub.

The boy was too busy drinking in the scene to immediately drink in the soda, obviously thrilled to be there.  "Yeah, like those engines - Superflight-100s, right?"

"Heyyy, yer all right kid!  Whadda they call you?"

"Kit Cloudkicker!" the boy said proudly.  ~Funny name!~ Baloo mused...  Bear and cub clicked bottles in an impromptu toast.  "I'm gonna have my own plane some day..."

"Heh heh!  Hope yer _folks_ are rich!"

"I don't have any folks..." Kit said softly.  "But I'm gonna be rich!  And real soon too..."

Baloo glanced over.  ~No folks?  Too bad, seems like a good kid...~  Baloo felt a pang of sympathy for the gutsy little fellow.  "Well, if yer gonna _own_ a plane, ya better be able ta _fly_ it!" he chuckled.  "Go ahead - take the controls!"

"Me?!?  Really?"

The look on Kit's face delighted Baloo to his core.  "Knock yerself out, Kid!"

"Wow!" Kit whispered, grabbing the co-pilot's yoke and banking the plane, a little too sharply.

"Heh heh!  Re-lax, L'il Britches!  Just hold 'er steady!"  Baloo chuckled.  He leaned back and watched the cub out of the corner of his eye.  Kit face was rapt, his gentle features fixed in concentration, and he was clearly thrilled by the moment.  Baloo felt his chest flush with an unfamiliar feeling.  What was it?  He wasn't sure..."Thaaat's it!  Yer a dandy!" he grinned.

Kit's face lit up at the praise.  "Thanks!  But I can't get my licence for another five years!" he said bitterly.

"Well, when ya _do_ you'll be a regular ace!" Baloo grinned, amazed and delighted by the smile his words brought to the boy's face.

Suddenly, there was a ping of metal on metal, and Kit looked around wildly.  "What was that?"

Baloo grabbed the controls.  "Well, back on the corner where I hang out, we call that _pirates_!" he hissed grimly.  He banked the plane straight up, and made out five pirate CT-37s falling in behind him.  "What're they after _me_ for?  I don't have anything they want!" he grumbled.

"Not necessarily..." Kit whispered next to him.  ~Weird - what'd the kid mean by _that?~ Baloo wondered.

The pilot looped around and flew straight into the cluster of pirates, scattering them like bowling pins.  He disappeared into a thick cloud, and flew a corkscrew upwards around a tall cumulonimbus.  He came out of the spin and straightened out, only to narrowly miss the pursuing CT-37s.  "Baloooo!" Kit screamed, as another volley of bullets ripped through the cockpit.

"Man, they're tougher ta shake than ticks on a dog!" Baloo muttered, sweat drenching his face.  "Hang on, L'il Britches!"  He sent the Sea Duck into a dive, straight towards the water.  One of  the pirates fell in behind him.  

"Baloo - we aren't gonna make it!" Kit squeaked as the water drew closer.  "Pull up!  Pull up!"

"Just hold on!  Ol' Baloo's not outta tricks yet!" the big bear said confidently.  No pirates were gonna make a fool out of him on _his_ ocean!  At the last moment, he engaged the flaps and pulled out of the dive, kissing the water gently before gaining altitude.  The pursuing pirate was not so lucky - he crashed into the water at full speed.

Kit was flabbergasted.  "You - you...  NO-body can fly like that!"

"Great pilot - great plane!" Baloo chuckled.  He was clearly a mythic figure in Kit's eyes now, and he knew it.

"I'll say!" the boy gushed.  "So what's next - a double reverse Immelmann?  A pretzel twist?"

"Nope - a quick exit!"

"But - you can fly rings around those guys!"

"Don't have to!  There's Cape Suzette dead ahead." Baloo grinned, pointing to the cliffs off in the distance.

"But Baloo - we'll never make it in time!" Kit hissed.

Baloo laughed - obviously the kid didn't know Cape Suzette!  "Those puffs o' smoke say we will!"

The air around them was filled with anti-aircraft fire, and the pirate planes scattered and fled, two of them crashing into the sea, knocked out of the sky like swatted flies.  "Ha ha!  Those bozos never seem ta get past the cliff guns!  Drives 'em crazy!" Baloo chuckled.

They were home free now - Baloo eased the Sea Duck through the narrow passage and emerged over Cape Suzette Harbor.  "Well, there it is Kiddo - Cape Suzette!  Whaddaya think?"

"Wow!" the boy gasped, taking in the wondrous scene of the multi-colored, mountain-hugging city beneath them.  Baloo flew the scenic route - through downtown and among the skyscrapers, over the park and then low across the water towards home.

~It's all new and wonderful ta him, ain't it?~ Baloo thought.  ~Was I ever that young?  Wonder what the kid's been doin' his whole life, never seen Cape Suzette...~  "Here we are - home sweet home!" he grinned, bringing the yellow seaplane in for a feather soft landing back at Baloo's Air Service.

Baloo noticed a bit of a morose look on the boy's face as he helped him down to the dock.  ~Weird kid!~ he thought for about the hundredth time.  ~I like him tho' - he's got... _somethin'_...  What're ya doin'?!?  You don't know this kid - he could be lyin' about no parents - maybe he ran away!  And anyways, kids are trouble, you know that - especially this one.  What the heck was that business at Louie's all about?  Sure seems like a good boy, though.  Loves airplanes...~

They walked inside and Baloo sat down in his easy chair with a contended sigh.  "Ahhh - it's good to be back!"  He grabbed a slice of pizza from the box next to him and sniffed it tentatively.  "You hungry?"

"Not anymore!" Kit replied, screwing his nose up as he set down an moldy soda cup. 

Baloo frowned - the boy seemed to be sizing the place up a little too critically for his tastes...  He picked up a newspaper and browsed through the sports page.  "Hey - the Sox won the Series!"

Kit giggled.  "That paper is three months old!  Just like these unpaid bills..."

"That's all detail stuff Kid!  Me, I'm a big picture kinda guy!"

"No way to run an airline!" Kit scolded, shaking his head.

~What's with this kid - thinks he's my mother?~  "I only work when I have to, an' no more!.  _Flyin'_ is what life's all about!" Baloo grinned.  Inspiration struck, and his arms moved seemingly on their own accord.  He grabbed the old red and blue baseball cap that had been sitting in his filing cabinet for - well, for a long time - and tossed it at Kit, where it neatly landed on his head.  "In fact, I been thinkin' of addin' a navigator!  Ya interested?"

"Me?" Kit scoffed, flipping the bill around to the back.  "No way!  I gotta get back to Louie's Place!"

~Oh well - screwy idea anyways...~  "Uh - didn't we just _leave_ there?"

"Yeah!  And I wanna go _back_, okay?" Kit scowled.

Baloo couldn't help but laugh at the defiant glare on Kit's face.  "This tough guy routine work on _all_ yer friends?"

Kit turned and slumped his shoulders.  "I - I don't have any friends..." he whispered, all the toughness gone from his voice, leaving what sounded like a lonely little boy in it's place.

Baloo sensed a lot of pain in that voice, and he thought of another young bear about Kit's age who felt a lot of pain once.  He was struck by an overwhelming urge to comfort the cub.  He knelt and put an arm around the boy's shoulder.  "Look, Kid - I'm not due back at Louie's fer a few weeks!" he said gently.

"But - but I gotta go _now_!" the cub replied desperately.  There was a knock on the door, and Baloo sauntered over, Kit at his heels.

A diminutive bear in a blue coat and black top hat stood outside.  "Mr. Baloo?" he asked in a nasally whine.

"The one and only!"

"I'm from the Cape Suzette National Bank.  It's about your plane...  _You_, Sir, are delinquent on your last six payments!  And unless funds totalling three thousand dollars are deposited in our fiduciary institution by nine A.M. tomorrow, we will be forced to foreclose on your aircraft loan!"

Baloo frowned.  He wasn't sure what the little fellow was saying, but he didn't think he liked it.  "Zis guy speakin' English?" he whispered to Kit.

The boy whispered back.  "Translated, he said 'No dough, plane go!'"

Baloo was flabbergasted.  "Y-you're gonna take my _plane_?!?  B-but - you can't!  That's my baby!" he stammered, lifting the diminutive bear off the ground.

"We have sent you numerous notices..." 

Kit's voice flashed in the pilot's brain.  'Just like these unpaid bills!'  "But - I thought those were sweepstakes giveaways!" he spluttered, setting the little bruin down and straightening his hat.

"You have until nine A. M. tomorrow.  Good day!" the man said stiffly, and departed.

Baloo banged his fist on the wooden building in despair.  "But three thousand smackers!  What am I gonna do?  What am I gonna do?!?"

"Well - couldn't you take a job or something?" a voice peeped from behind him.

Kit!  he'd almost forgotten the boy was there...  "A job?  Kit - yer a genius with a capital 'J'!  I'll go down to the ol' job board!  There's bound ta be somethin' there that'll pay three grand!"  He took off at a jog, Kit trailing along close behind him.  His plane - how could this be happening?  His plane was everything, his whole life!  How could he have been so careless?

The job board was less than a quarter mile up the harbor, and Baloo's feet were propelled by desperation.  Within a few moments they'd arrived.  "Can you really make three thousand bucks this fast, Baloo?" Kit asked.

"Sure - if the job's nasty enough." Baloo said grimly.  Again, he'd almost forgotten the boy was there.  Now that he remembered him though, Kit filled his thoughts even as he worried about his plane...  The boy was strange, there was no doubt about that.  Knew more about airplanes that a kid that age had any right to - especially about planes as old as Baloo's Conwing L-16.  He had that tough guy routine working, too - seemed bound and determined to keep the big bear at a safe distance.  Still, Baloo knew a little about that routine himself...

Strange enough to be worried abut that kid anyways, Baloo thought.  He had his plane to worry about.  And the kid was trouble.  Every instinct told him.  The big grey bear scanned the job board, looking desperately for something distasteful enough to suit his needs - three thousand bucks in one day.  Finally, his eyes alighted on what he was looking for.  "Ah-ha here we go!" he grinned.  "A zoo delivery - Perfect!  The Sea Duck's as good as mine!"

The boy's face darkened, and he cast his eyes down.  "Yeah - you and the Sea Duck!" he said softly.  "Well, catch ya around sometime... I guess."  As quickly as that, he turned and started walking away.

"Hey - whoa there!" the pilot said, before he had a chance to think about it.  The boy stopped and turned, staring at him expectantly.  Baloo stood silently for a moment, unsure of what to say.  What was he thinking?  Strange - he felt suddenly nervous, as if he were caught in the midst of something larger than he was, larger than he could control.  The cub continued to stare at him expectantly...

In that instant, a million thoughts flashed through Baloo's mind.  The cub's face tore a hole in him - his eyes were dark, there was a gleam there but sadness, too.  His features were gentle, innocent - but even in the short time Baloo had known him he's seen darkness shadow that sweet face more than once.  What kind of secrets was the boy hiding?

But what business was it of his?  The kid had said he didn't want to be his navigator... and what did he need a kid around for anyways?  Another mouth to feed, he might have to work more - the kid probably couldn't look after himself that way.  But then, if he had no folks maybe he already was?  But what if he did have folks, and they came looking?  It was heartbreak waiting to happen - there'd been too much of that already - hadn't he learned?  Still - the kid sure loved airplanes...

"Uh... Baloo muttered.  His plane - that was his concern right now.  Not some kid he didn't know from Adam!  "You - you look after yerself, OK?  Be... be careful..."

Kit's eyes fell.  "Yeah.  You too." he mumbled, and walked off along the water.  Baloo watched his form grow smaller and smaller, the cub's shoulders hunched low and his step laboring.  Why did he want to stop him - to call out?  Should he?  Maybe the kid had nobody else, maybe he was in trouble, no money...

Money!  He glanced at his watch.  The Sea Duck!  He had to hurry...  With a sigh, he started back towards Baloo's Air Service and his waiting plane, his mind troubled and his heart heavy.  "He's not yer responsibility!" Baloo muttered angrily.  His voice rose in his throat and he turned, half ready to shout out, but the boy was already gone.  

"What?" Gregory Cunningham shouted in disbelief.  "Cape Suzette?  Air cargo?  Becky, have you been drinking?"

"Daddy!" Rebecca shouted in reply.  "Be calm!  I think it's a very good business opportunity-"

"Opportunity!  Opportunity for disaster..."

"Rebecca, this is awfully sudden.  Why now?" Kayla asked gently.

Rebecca  fell back on the sofa with a sigh.  "It just feels like the right time, Mom.  A new start, a new life.  Something that I can grow - that can grow with me, and Molly.  I just love Cape Suzette, it'd be like going home, in a way..."

"Rebecca." her father said, with exaggerated patience.  "Surely you realize that your future is here.  This company is well-established, successful.  It can provide for you, provide for Molly.  For the rest of your lives.  Why risk all that for some pipe dream, some nebulous kind of 'new start'..."

"Because I want to, Dad!  You built this company, you made your dream happen!  Don't I deserve the right to do the same?"

"I built this company because I had nothing!  I built it to survive, to provide for Kayla, for you.  I nursed it through a war, a depression.  It's _here_, now.  For you to risk Molly's future-"

"Greg!" Kayla warned.

"She's _my_ daughter!" Rebecca hissed.

"Yes, yes she is." her father nodded.  "But she needn't ever have to worry about her education, her future.  You had all of those things - what right do you have to risk her access to them?  Don't you owe her the same privileges that you had?"

"Don't I owe her a life she can believe in, Daddy?  Don't I owe her a mother who feels proud of what she's doing with her life?" Rebecca said dubiously.

"Rebecca Darling... I think it's time I formalized your position with the company.  David's - he's been gone a few years, Molly will be going to school... How about a vice-presidency, a seat on the board of directors?  You're ready for that, you've proved it here today-"

"Oh Daddy, can't you see that isn't what this is about?" she sighed.  He merely cast a puzzled frown in her direction.  She looked for support, as she so often had, to her mother, but was met with only a weak smile.  She didn't understand, neither of them did.  It was her life, didn't they see?

Her life - and Molly's too.  There was no net, not where she was thinking of jumping.  Did she have the right?

Kit slowly ran his spoon through the empty bowl, the other patrons on the counter casting an occasional look of irritation in his direction as the metal scraped the glass.  Outside, dusk was creeping in, the sky to the west showing the last vestiges of orange that remained from a brilliant sunset.

Kit knew he shouldn't have spent any money on ice cream given the fact that he had less than two dollars in his pocket, but it'd been a long time since he'd had access to the comforts of civilization, and the food on the Iron Vulture was unpalatable to say the least.  Besides, he was feeling depressed, and ice cream always used to cheer him up when he was depressed...

"Can I get you anythin' else, Hon?" the waitress, a blue-haired goose with an ever-present wad of chewing gum in her mouth, asked him kindly.

"No thanks." Kit sighed.  "I'm all set."  He took out two quarters and laid them down on the counter, turning to leave.

"You OK, Sweetie?" the waitress frowned.

"I'm fine, thanks!" Kit smiled weakly, not in the mood to take comfort in friendliness from strange adults.  The boy walked out of the diner and into the night, taking in the sights and sounds of the city around him.  It had all seemed so bright and beautiful during the day - and from the air - but now it was dark, lonely and impossibly big.  A year spent in the confines of the Iron Vulture and Pirate Island left the cub ill-adjusted to the hustle and bustle of a major city.

"Snap out of it - you got work to do!" he chided himself, walking towards the harbor again.  He had a treasure waiting for him, if only he could _get_ to it - so why were his thoughts filled with the fat grey bear who'd given him a lift back from Louie's?  It didn't make sense.  Kit had lived on the streets before, and much younger at the time too.  There was no place for sentiment out there, on your own.  There were no friends.  If he hadn't known that before he at least knew it now...

He faced a quandary - it was dark, and most of the pilots were grounded for the rest of the day.  Kit had stowed away countless times before, both on 'friendly flights' - the hobo tolerant variety - and non-friendlies too.  That would do him no good here, though - he couldn't simply pick a plane and go where it took him, as he had in his hobo days.  He had a very specific destination in mind - Louie's.  He'd simply have to find a pilot who was headed there and glean a way to hitch a ride.

He stopped and took his bearings. The harbor was dead ahead, and with it the dock works and shipyards that clustered there.  The airfield was probably on the other side of downtown, by Kit's reckoning, but he couldn't be sure.

Louie's - now that was a place that seemed to cater to a fairly rough crowd - not as rough as the pirate dives where he'd first encountered Don Karnage and his scum, but not exactly refined either, if Baloo and the folk he'd been partying with were any indication.  They looked like free-lancers, the kind he'd hitched numerous rides with before.  Loners.  They'd be more likely to be at the docks, working out of the small-time shippers there, than at the higher-class couriers and airlines that might be at the airfield.  Besides, he was already here, and the airfield could be anywhere.

He took a deep breath - the night was cool, but not cold, and Kit knew cold.  He set off in the general direction that he'd come from originally, his keen navigator's senses remembering the exact route he'd taken from Baloo's Air Service to downtown.  There would probably be no pilots going out tonight, so his initial concern was finding a place to sleep for the night.

With a start, he realized that Baloo's was only a few hundred yards up the shore.  He could see it, in fact, by the light of the rising moon.  It would be so easy, just to go over there and ask Baloo if he could sleep there...  The grey bear might even feed him dinner.  It would be so easy...

"No!" he growled.  No complications - the bear had let him walk away, and turned his attention to his own problems.  Kit didn't need any complications - he had to be strong and tough.  There was a treasure out there, if only he could get to it...  He went to brush the hair out of his eyes, and realized with a start that he was still wearing the baseball cap that Baloo had given him.  He took it off and stared at it for a moment, considering tossing it away.  Finally, he set it back on his head with a sigh and set off to find a warm place to sleep.

"Hello Mr. Speendecker, this is Rebecca Cunningham." the brown bearess said, drumming her fingers on her desk nervously.  "How are you this morning?"

"Fine, thank you Miss Cunningham." the banker's voice cooed in reply.  

"Mr. Speendecker, I've decided to go ahead and purchase the deed to that foreclosed air cargo company-"

"I'm terribly sorry..." the banker interrupted.  "It seems that the current owner was able to bring his loan up to date before the foreclosure deadline.  Quite surprising, frankly, given his track record-"

"Really?"  Rebecca's heart fell.  It had sounded so... _right_.  "So it's off the market, then?"

"I'm afraid so, Miss Cunningham.  To be quite honest I truly believe you're better off - as I told you the other day air cargo is a fad, why in a few years-"

"Yes, I remember." Rebecca sighed.  ~Fad, my fanny!  This idiot wouldn't know a good opportunity if it bit him on the hand...~  "Well, it appears to be moot in any case, doesn't it Mr. Speendecker?  What else do you have available?  Anything new?"

"There is a small clothing company, specializing in wools and tartans.  Good infrastructure, but apparently a victim of bad management.  That would be a most suitable venture for a young woman, don't you think?"

Rebecca scowled.  Sweaters?  It just didn't sound like her...  "No, I don't think that's it.  Anything else?"

"Well - only the ones that I told you the other day, Miss Cunningham.  A restaurant-"

"I remember." she interrupted glumly.  ~Damn!  That air cargo business was perfect!~  "I want this to be right, Mr. Speendecker.  Is there any chance that cargo firm will be on the market again?"

"It's possible...  Given the past track record of the owner, he may very well become delinquent on his loan again.  Of course, there's no telling when that could happen."

"I understand."  Surely, it was better to wait for the _right_ opportunity, rather than leap into the wrong one, just for the sake of leaving Winger City?  Nothing would change, she could always leave later.  She had her whole life ahead of her...

"Miss Cunningham?"

"Yes...  I'm going to hold off for now, Mr. Speendecker.  Please keep tabs on that firm, or anything similar that comes available.  I'll check back with you periodically."

"Very well, Miss Cunningham." the banker said stiffly.  "A pleasure speaking with you."

"You too.  Good-bye." she sighed, cradling the receiver.  It was a minor setback, temporary...  Still, it bothered her, more than it should.  It was an opportunity missed, she felt it...

_With a start, Kit awakened, and opened his eyes with a jerk.  He looked up to see a tall figure's yellow eyes, fiercely gazing at him in the dark, and yelped softly._

_"Wha...wha-" a bobcat mumbled as the boy's cry awakened him.  "Who-"_

_"So, my little sewer rat.  I don't imagine you expected to see me again." the tall figure, now revealed to be a crocodile in a black suit, cooed at the boy._

_"Who are you?" the bobcat demanded, in a surprisingly robust voice._

_Disdainfully, the croc put a boot on the old man's chest and shoved him over.  "Shut up.  My business is with this vermin.  He has stolen something from me."_

_"I-I-I've never seen you before!" the cub stammered in a high-pitched voice._

_"My pocketwatch, boy!  I know you stole it - I chased you for six blocks!  You're an elusive little weed, I'll grant you that.  Easy enough to track down, though."_

_"Now just a minute -" the bobcat interrupted.  The croc turned and viciously slapped him backhanded across the face, and he fell back to the sand._

_"I won't warn you again, old man!  My business with the boy will be completed without any interference from you!"  He turned to the cub.  "When I came here, I was just going to take my watch back and leave you a little - souvenir - to remember me by.  But now you've gone and made me angry.  I think I'll do a little public service instead." He advanced on the boy with a grin, and the cub cowered back even further._

_"I-I'm not afraid of you!" the boy said with surprising defiance.  The bobcat had sat up, and shook his head, dazed, a trickle of blood running from the corner of his mouth._

_"You should be, boy, you should be..." he cooed, grasping the boy by the front of the sweater.  "You're nothing but a scourge, sucking off the lifeblood of the decent people of Port Wallaby.  You'll be a pest your whole life, sewer rat - so I'm going to do the city a favor and solve that problem now!"  He pulled a large switchblade knife out of his coat pocket and pulled the boy off the ground._

_With a startled cry, the croc dropped the boy, who rolled to his feet, eyes blazing with fear.  The old bobcat had sunk his teeth into the croc's arm with a vicious bite.  The croc shook his arm wildly, finally dislodging the old bobcat, and turned to look for the boy._

_"Run, boy!  Get out!" the old bobcat yelled, and the boy stumbled, started to run away, as the croc took a step in his direction, raising the knife.  "Aiyee!" the croc screamed, causing the boy to look back.  The bobcat had attached himself to the croc's leg and was ferociously biting his ankle.  _

_The cub ran, blindly, his thoughts a whirl.  He took a final glance back, saw the silhouette raise the knife and strike down, fiercely, once, then twice.  The boy turned and ran, and did not look back again.  Tears rolled down his cheeks._

Kit woke with a start, his eyes darting around him wildly.  He panted raggedly, straining for breath.  "No!" he sobbed quietly, springing to his feet.  As his eyes adjusted he made out the details of his surroundings - paint cans, storage boxes, airplane parts - and realized that he was not under the Port Wallaby pier_, _as he had been in his dream.  His breath slowed,and he closed his eyes and sank wearily to the floor.

He rubbed his eyes and was startled to feel hot tears there - tears he hadn't cried for a long time.  Why had the old man come back to haunt him again, after so long?  He'd left Kit alone for months, and the boy could hardly afford these distractions now that he was back on his own.  Now that he was alone.

The cub sat, head buried in his hands, for long moments, slowly gathering his composure and banishing the demons of nightmares from his thoughts.  It always took time, and he always felt spent and exhausted after, but he needed all of his faculties.  Finally he stood and stretched wearily, getting his bearings.  He was in a tiny storage shed that he'd found unlocked the evening before.  Outside, he could faintly hear the ringing of a signal buoy on the harbor.  It was time for him to find a ride...

The boy checked his watch - seven fifteen A.M..  He opened the door of the shed and stepped out into the bright sunshine of the Cape Suzette morning.  The warmth immediately bucked his spirits a little - he was used to waking up stiff and sore from cold after sleeping in places like the shed.  He looked around him - several planes could be seen moored on the water, tied to the docks that fronted the numerous small buildings along the shore.  A few people milled about here and there, on the docks or near the buildings.  Kit set off at a brisk walk towards one of the planes, his stomach growling with hunger.

The blue seaplane sat unattended on the water, no signs of activity nearby, but a few docks farther along the water he saw someone loading crates onto a hulking Drummond P-54 freighter.  He took off at a jog, and as he drew closer saw that the man was a husky panther in a tan flight shirt.  He easily lifted the large crates in his burly arms and muscled them into the cargo hold.

"Hey." Kit said casually.  The panther paused for a second or less, staring at the boy, then resumed his chore.  "Need some help?" Kit asked cheerfully.

"Get lost!" the man growled, not pausing in his task.

"Sorry!" Kit said softly.  "Listen - I need a ride.  If I load those for you maybe-"

"I said _get lost_!" the panther growled, advancing on the cub menacingly.

"Sorry, sorry!" Kit stammered, backing away quickly.

"Damned urchins - I don't need your trouble!  Beat it before I call the cops, you hear me, Runt?"

Kit didn't need to be told again - he dashed away at full speed, leaving the big cat muttering in his wake.  "Well, that didn't work!" he grumbled to himself.  He was frustrated - Kit had never really cared - or at leastnever been able to afford tocare_ - _where he was going before.  Stowing away or bumming a ride was easy under those circumstances.  He was in new territory now, and he didn't like it.

Activity was picking up around the docks now, as a few more late risers straggled outside and began their tasks for the day.  Kit saw a tall, thin grey dog stretch mightily and disappear into a battered white seaplane.  The cub dashed over, hoping to catch the pilot before he took off, but before he reached the dock the man appeared again and started back towards the wooden building next to the pier.

~Time for something different...~ Kit mused.  "Uh, excuse me?  Mister?" he called out, faintly as possible without being too soft for the man to hear.

"Eh?" the dog said, surprised.  Kit saw his face for the first time, and he was quite young, perhaps twenty-five.  "Scared me, Kid!  What's up?"

"Um..." the cub began hesitatingly.   " I'm real sorry to bother you but... I need a ride, that is if you're flying today...  I wouldn't ask, but you looked so nice-"

"Eh?  A ride?" the dog squinted.  "What's this all about?"

"S-sorry!" Kit sighed, burying his face in his hands.  "It's just - I'm in trouble Mister!  I really need your help..."

"What kinda trouble, Sonny?" the dog said amiably.

"I - I was s-supposed to meet my folks... at someplace called Louie's.  And n-now I c-can't get there, and they'll be real mad-" he stammered.

"Louie's?" the dog frowned.  "Sure... But what's this all about?  How old are ya, Kid?"

"F-fourteen." Kit sobbed.  "S-see... I was staying with my Grandma - My dad gave me some money, for an air taxi.  But I _lost_ it!  I lost it Mister, and I'm gonna get in real trouble, and I _can't_ tell my Dad -  I just can't!  He gets real mad and when he's mad he - he-"

"Take it easy!" the man smiled, giving the boy an appraising look as he peeked back at him through his fingers.  "That's quite a story...  Listen, I-"

"_Please_ Mister!" Kit begged.  "I'll help you load your plane, whatever.  I'm stronger than I look!"

"Calm down, Sonny!" the man chuckled.  "I ain't got no cargo to load, Kid.  But I gotta pickup in New Fedora, and Louie's ain't too far outta the way.  I'll give ya a ride over there if ya want."

"R-really?" Kit sobbed.

"Yeah, whatever." the dog grinned.  "I'm Rick.  Whadda they call you, Kid?"

"Uh, Kit.  Kit Cloudkicker." the boy sniffed.  "Gee thanks, Mister!  You're savin' my life-"

"No sweat!" Rick chuckled.  "And it's Rick, not Mister!  Now come inside, I can hear your stomach all the way over here!  I might have a donut or somethin' around the place, you can eat something before we take off."

"Thanks!" Kit grinned, following the tall dog into the ramshackle building.  Pilots, as a rule, were decent folk - and in Kit's experience, the scruffier they looked, the nicer they were.  Phase one of the plan was complete...

Rebecca's morning had progressed much like most of her mornings had over the last year.  She woke Molly, fed her breakfast, showered and dressed while the cub was eating.  The it was into the Grymouth sedan her father had bought for her, drop the girl at school and on to the Cunningham Holdings building.  She could have done it in her sleep, and there were some mornings when she was quite certain she had.

Everything felt different today, however.  Her steps were heavier, somehow.  This was the day she was supposed to have left for Cape Suzette, for her new life.  Instead, she was squarely ensconced in her old one.  Molly and her father had been the two happiest folks in Winger City when they'd found out the deal had fallen through, each for their own reasons.  ~The girl takes after her grandfather.~ Rebecca mused bitterly.~  Both of them scared of change, and both determined to get exactly what they want.~

She knew something was amiss as soon as she arrived in her office.  Everything - her plants, the photo of Molly from her desk, even her calendar - were gone.  Puzzled, she headed down the hall to her father's palatial space.  The Cheshire grin on his face was the final clue.  "Why, good morning, Becky!" he said innocently.  "Whatever's the matter?"

"I think you probably know, Daddy." she sighed.  "I'm in no mood for games.  What's happened to my office?"

"You mean that storage closet you were in before?" Gregory chuckled.  "It's simple - I didn't think that was a space befitting a vice-president - what if the stockholders saw?"

"Vice-president?!?" she gasped.  "Dad, I told you that wasn't what was bothering me, why I wanted to-"

"Oh, I know Darling!  But you deserve it, and it was time.  You're more than capable of handling the added responsibility, and I'm sure the 60% pay raise will come in handy!"

"Added responsibility..." she sighed.  "Dad - you already have a full slate of V.P.s-"

"Always room for one more!" he interrupted.  "It's still my company, dammit!  If I say you're a vice-president you are.  I had your things moved into Joel Bearington's old office, down the hall.  It's much bigger than your old one, harbor view-"

"Daddy! she snapped.  "You knew that I wasn't happy - You knew that I was looking-"

"So look!  In the meantime you'll have a nicer office, more money..."

"Daddy..."  Rebecca shook her head angrily.  It always played out the same way.  He never understood her.  _Why_ did he never understand her?  "I know you think you're doing a nice thing for me, but-"

"But nothing!  Look - why don't you just go and get settled into your new office, enjoy it?  Then knock off early, spend some time with Molly-"

"Knock off early?  What about my added responsibility?" she asked wryly.

"All in good time Becky, all in good time.  What's your hurry?  Get settled into the job first!  You've got plenty of time..."

"Thanks again for the lift, Rick." Kit grinned at the lanky hound, the gratitude in his voice genuine.  "You're really saving my life!"

"Sure, Kid." the pilot nodded casually.  "Gives me an excuse to stop at Louie's anyways - these cargo runs get pretty boring.  Sorry I couldn't find any food in the dump..."

"I ain't hungry." the boy lied, eyes darting about the cockpit of the old seaplane.  "Cargo hauling seems pretty exciting to me!"

"I bet!" the dog chuckled.  "Ya like planes, Son?"

"Sure!  I haven't seen a Huge ForrestAir for a while though.  Didn't know there were any still in operation."

"You got somethin' to learn about flattery, Kit!" Rick laughed.  "This baby may be old, but she gets me where I need to go, and that's the bottom line.  And those bells and whistles don't get the cargo delivered safe."

"Sorry!" the cub said hastily.  "I didn't mean-"

"I know ya didn't, don't worry." the pilot said with a wave.  He cast a sidelong glance at his passenger.  "So Kit - you were stayin' with your grandma, huh?"  The boy nodded nervously.  "How come you got no luggage?  Travelin' light?"

Kit shifted nervously in his seat.  "Uh - I forgot it.  Left it at Louie's!  See, I forget things a lot, that's why my dad was already mad at me-"

"I bet!" the pilot chuckled.  "And your parents let a what - eleven year-old - fly alone?"

"I'm twelve!" Kit replied indignantly.

"Small for that!  I thought you said you were fourteen?"

"I did - that is, I..."

"Look, Kit - I don't really care what your story is, you seem like a nice enough kid.  I don't mind takin' ya to Louie's, no big deal.  We're almost there anyways.  But if you got parents out there somewhere, don't be a fool-"

"I _tol'_ ya, I'm meetin' 'em at Louie's!" the cub scowled.  "And I thought you didn't care?"

"I know." Rick sighed, banking the seaplane in for a landing at Louie's pier.  "Just take care o' yerself, all right?  Don't be a fool - it's pretty nasty out there, whether you know it or-"

"I know it, believe me!" the cub hissed.  He cast a long look at the tall dog as the pontoons kissed the water.  "Thanks - thanks for the ride.  You didn't have to, I appreciate it."

"You're welcome." the pilot smiled grimly, extending his paw, which Kit shook.  "Let's head on in then - I didn't fly all this way just to skip breakfast."

Louie's Place was fairly busy as Rick walked through the bamboo doors, Kit behind him.  Louie was behind the bar, talking animatedly on the radio.  Rick sidled up to the bar and took a seat, turning to look for Kit, but the boy had disappeared from view.

Kit had slipped away from the pilot, and he crept up the stairs cautiously, scanning the club for familiar faces.  The pirates had followed him here once already, and it didn't hurt to be cautious.  There was no sign of anyone he knew - other than Rick, who was sipping from a mug of coffee and looking around the bar.  ~Looking for me!~ Kit thought.

A swell of relief washed over Kit as he spotted his treasure still safely tucked away in Louie's tiki mask.  He grabbed it and clutched it to his chest, and sat down to think.  He had to make his way to a major city somewhere, sell the thing.  It shouldn't be hard - Louie's seemed to be full of pilots at all hours.  Should he stow away or hitch another ride?

There were risks either way.  If he stowed away and was caught, he was a criminal - and whoever found him might take the jewel away, knowing Kit would never report the theft to the authorities. Of course, he would never - _could_ never_ do that, in any case - but they wouldn't know that...  If he hitched another ride somewhere, that threat was absent - but he was still a hitchhiker, and any pilot without much in the way of scruples might be tempted by the sight of the little wooden box and the weak-looking boy who carried it...

Kit decided to gamble and try to hitch a ride.  He slipped back down the stairs, and the sight of Rick at the bar momentarily startled him.  He'd either have to tell the dog the truth or wait till he left, otherwise the whole bar would know he was a liar.  He climbed up on a stool on the far side of the bar, chin in hands, to think about it.

"You don't say, Cuz!" Louie said loudly, an expression of concern on his face as he continued to address the radio.  "Man, dat's bad news!  You got no idea why?  I'll ask around, Fuzzy, see if I kin figger somethin' out.  Mebbe you oughtta lay low fer a while, ya hear what I'm sayin'?  Dang - yer right!  Well, you be careful Cuz -ya hear me?  Yeah, keep me posted.  Catch ya later, Baloo!"

Kit jerked upright at the sound of Baloo's name.  "What the-" he gasped, fear rising in his chest.

"What was that all about, Louie?" one of the pilots at the bar asked the orangutan.  "You seem kinda shook up!"

"Dat was Baloo, Man!" the ape sighed.  "He's in trouble - he been in the air three times yesterday and this mornin' - and Don Karnage has attacked him ever' time!"

"Ya don't say?" another pilot whistled.  "Man, that pirate's bad news!  How'd Baloo get on 'is bad side?"

"That's just it, Cuz - ol' Fuzzy don't know!  He ain't been haulin' anythin' valuable, but outta the blue those crooks is after 'im!  He's only just managed to dodge 'em so far, but they clipped 'is port engine this time - he's holed up on some island somewheres, doesn't even know where!  He figgers as soon as he shows his tail section, those pirates'll be all over 'em like ugly on - somethin'!"

"Oh no!" Kit gasped, hiding his face in his hands.  It didn't help - Baloo's visage was inside his head, staring at him accusingly.

            _"What're they after me  for?  I don't have anything they want!"_

"No, no no, no..." he mumbled into his hands.  "No..."

"What can I get ya, Sonny?  Say..."  Louie was standing in front of him.  "Ain'tyou that kidwas in here yesterday?"

"Oh, man!" Kit whispered.

"Listen, L'il Cuz - I dunno what yer story is, but I don't want no trouble in my bar!  Maybe you better go-"

"What's up?" Rick asked, coffee cup in hand as he sauntered over to them.  "Kit?"

"Oh man - I'm sorry, I didn't mean for this to happen..." Kit sighed.

Louie's manner softened a little at the pained look on the youngster's face.  "What, Kid?  Talk ta ol' Louie!  What's goin' down?"

"I can't..."

"Kit - what's goin' on?" Rick asked.  "You in trouble?"

"It's my fault." the boy sighed.  "I know why those pirates are chasing Baloo."

"Ya do, huh?" Louie scowled.  "Listen, Shortstop - maybe ya didn't mean nothin' but Fuzzy's in deep - once those pirates get their claws in ya they don't let go easy.  If you kin help him-"

"I can't!" Kit said desperately, blinking away tears.  

"Easy Kid, easy!" Rick said soothingly, hand on the boy's shoulder.

Kit balled his paws into fists and pounded the bar angrily.  Faces stared back at him, but not Louie and Rick's faces.  They accused him, condemned him.  He'd done terrible things, and thought to escape them without punishment, even to profit.  It was time to end it.  He opened his eyes and knuckled the tears away absently.  He stared intently at Louie.  "Can I trust you?"

Louie blinked in surprise.  "Kid, mebbe ya don't know, but Fuzzy - Baloo - he's my best pal, we go back a long ways.  If ya can help 'im out - sure, ya kin trust me all the way to the bank!"

"It's my fault..." Kit sniffed.  "I - stole something.  From Karnage.  But he thinks Baloo has it - he thinks Baloo and I are... friends.  I hitched a ride with Baloo yesterday, and Karnage followed us-"

"Man, yer in with some bad apples there, Shortstop!" Louie whistled.  "You messed with the wrong guy..."

"You don't know the half of it!" the cub sighed.  "Listen - it's not right that Baloo gets in trouble over this - he had nothin' to do with it!  I've got to help him."

"How, Kid?" Rick asked dubiously.  "You don't wanna mess with Karnage..."

Kit stared at Louie long and hard, trying to find some malice or deception in the ape's friendly eyes.  He had to trust him - he had no choice, and he knew it.  "Louie - I... I have it - what I stole from Karnage.  Here."

"Yeah?" 

"Yeah.  Listen - if Karnage ever finds me, he'll - he'll kill me.  Radio him - tell him you have the rock, tell him Kit Cloudkicker gave it to you.  He'll believe you once he hears the name.  Leave it somewhere, or have him get it here, whatever - but tell him it's here, Baloo doesn't have it.  Tell him Baloo never knew me before yesterday, I stowed away on his plane.  Karnage might not believe it, but once he has the stone it won't be worth his trouble to chase Baloo constantly."

"Invite Karnage - here?" Louie hissed.  "I dunno, Cuz..."

"I can't give it to him - he'll kill me!  It's the only way, I know it is."

"What's this 'stone', Kit?" Rick interjected.

"It's a jewel, a treasure." Kit said.  "It was gonna make me rich, but I don't even care anymore.  Karnage can have it.  I'll just go somewhere, once he has the rock he won't bother to track me down."

"Man, you really got yerself in a pickle, Sonny!" Rick sighed.

"All right, Kid." Louie scowled.  "I hate ta even talk ta that scum on the radio, but if it'll take the heat offa Fuzzy's burner, I'll do it.  But you'll hafta make like a banana and split before he gets here!"

"I'll give you a lift to New Fedora, Kid.  At least it'll get you out of here before Karnage shows up." Rick said, shaking his head sadly.

"You'd be smart not to get involved with me..." Kit said softly.

Louie looked the cub over, up and down.  "Man - you look scruffier than a cur at the pound, L'il Cuz!  Least I kin give ya somethin' ta eat before ya go.  Ya hongry?"

"He's hungry!" Rick interjected.  "What ya want, Kid?  It's a long flight to New Fedora."

Kit sighed.  Even in this jam, with all the trouble he'd caused - he was hungry, he couldn't stop thinking about food.  "D'you have any ice cream?"

The ape's face brightened for a moment.  "Kid, you asked the right guy!  Lemme whip ya up a Krakatoa Special, it'll set ya right."

"Thanks." Kit said glumly, handing the ape his treasure.  "Here it is, Louie."  The boy slunk over to a table and buried his head in his hands.

Rick and Louie watched him for a moment, as the ape stashed the box under the bar.  "Jeez, Louie - he seems like such a nice kid.  How'd he get into so much trouble?"

"Who knows, Cuz?" the ape asked sadly.  "Mebbe the trouble got into him...  Bring him da ice cream, Man.  I gotta go radio Don Karnage.  Never thought I'd be sayin' that..."

New Fedora was new to Kit - yet another place he'd never been before.  As he walked around, he was struck by how dull and lifeless it appeared, after Cape Suzette.  It would do, however, as a place to be when Don Karnage showed up at Louie's.  Kit knew no one here, and no one knew him.  Except for Rick, of course - but the cub had slipped away from him soon after they'd landed.  No point in getting another innocent bystander caught up in his problems...

The boy sat on a park bench near the water to take stock.  He had, as was his plan, escaped Don Karnage.  He was free once again - free but destitute.  His dreams of wealth had gone the way such dreams usually do, and he was right back where he'd been a year before, before he'd ever met the pirate captain.  The only difference was that he was a year older - and being alone felt lonelier now than it had then.

He emptied his pockets, which turned up a dollar bill and nine cents in change.  That wouldn't last long.  He was broke, and his survival skills were weak, rusty.  Worst of all, he couldn't shake the gnawing emptiness in his gut that threatened to drag him to the ground with every step.  He was mourning what he'd lost, and not just the jewel.  Grief was a weakness, and Kit knew it.  He couldn't afford any emotional weaknesses - being a small boy on the street presented him with enough physical ones to worry about.

The cub was right back where he'd been a year ago... and that gave him an idea.  If he could survive out here then, he could surely do it now - now that he was older, nearly a teenager even if he didn't look it.  But he needed time - time to adapt himself to being around people, time to sharpen his survival skills.  Time to grieve.  There was only one place where he could do that.  With a sigh, he stood and set out to find the airfield.

The diploma sat in the same place it always had - in the living room., above the radio, across from the couch.  Rebecca had stared at it on countless nights, most of the time not even consciously noting it's presence.  On this night however, it mocked her.  She couldn't tear her eyes away.

Hartmouth University.  Paragon of the Wisteria League, symbol of higher education in Usland.  Masters in Business Administration.  Graduated with honors, and a semester early at that.  It symbolized all the hope and promise she'd felt as a young woman, the world seemingly at her doorstep, the only obstacles she faced the staid prejudices of a business world dominated by men, and the only limitations those she placed on herself.  And here it hung, in her father's house.

Not according to him, of course.  But the little two bedroom cottage on Argyle Street was in his name.  She would sleep there tonight, and wake up and drive her father's car to her father's office.  The father who had given her everything - an education, a job...

"Mommy, can I listen to 'The Specter' with you tonight?"

Rebecca jerked her attention away from the framed document to her daughter, who had wandered out of her bedroom and stood expectantly in front of the couch, her doll Lucy clutched in her arms.  "Is it that time already?  I don't know, Molly...  The last time I let you listen you had nightmares, remember?  About the big carrot that tried to step on you?"

"Aw, I was just a little kid then!" the yellow cub scowled.

"It was only three weeks ago!" Rebecca chuckled.  

"I can handle it, Mom!" the girl pouted, sticking out her lower lip.  Molly only called her 'Mom' when she was trying desperately to sound all grown up.

~So much like her grandfather...  Always gets what she wants...~  "Oh, all right Sweetie. " Rebecca sighed.  She walked over to the radio and tuned in NCB.  "Come on up and sit with me, Honey, in case it gets too scary."

"OK!" the cub grinned, climbing onto the couch.

"Why do you like 'The Specter' so much anyway?" Rebecca laughed.

"'Cause it's spooky!" Molly grinned.  

"Spooky, huh?  I suppose...  Won't it be exciting once I start my new job, Molly?  There'll be more money for things, you know.  Toys, trips..."

"I guess." the cub replied.  "That stuff's no big deal.  I bet you really wanted to go to Cape Suzette, didn't ya Mommy?"

"Molly!  Why would you say that?" Rebecca asked, surprised.

"I ain't stupid!  Mommy, if you really wanna go I'll be OK, I promise."

'Thanks!" Rebecca whispered, hugging the little girl to her chest.  "You know, it's very important that we talk about why I wanted to-"

"Shush!  It's starting!" Molly hissed urgently.  With a rueful shake of the head, Rebecca leaned back on the couch and closed her eyes, giving herself over the Specter.

The landscape beneath the Conwing L-16 was beginning to look familiar to Kit as the afternoon slowly progressed towards evening.  It had been a tiring two day journey from New Fedora, and the cub was feeling the effects of it.  This was the third leg of the journey, with thee different pilots, but he was in no hurry.  He had no plans.

Somewhere behind him, Don Karnage probably had the jewel in his possession by now.  Kit had planned his whole future around that treasure, and now that it was gone he felt adrift.  He saw several paths in front of him, and he didn't much like the looks of any of them.  He didn't expect to find answers where he was going, but maybe if he were lucky he would find rest.

"Nearly there." the gruff voice of the pilot next to him broke Kit's reverie.  He'd hooked up with Garon in Lipton, a small cargo town north of New Fedora.  The L-16 had been adorned with the friendly flight marker, and Kit had been only too pleased to find anyone going where he wanted to go.  Fitting, somehow, that he should complete this journey in an L-16.  "You been here before, Son?"

"Yup." Kit replied softly.  The old leopard was nice enough, but the cub was in a contemplative mood.

"Ain't exactly Valhalla." the grizzled cat scowled, bringing the seaplane in low and extending the landing gear.  "Decent folk though.  Kit, you got no stuff at all?  No bag?  No clothes?"

"Nope." the boy sighed.  "Just me."

Garon shook his head.  "Guess Freeburg's as good a place as any then.  You got any money?"

"A little." the boy lied.

"You can't stay here forever, Kit." the man frowned as the wheels screeched into contact with the lonely landing strip.  It was surrounded by thick forest on all sides.  "What're you gonna do after?"

"Dunno!" the cub smiled wearily.  "I got no plans.  Guess I'll figure something out when the time comes.  It worked for me before...  Are you coming to the camp?"

The Conwing coasted to a stop at the end of the strip.  "Naw - got a pickup in a few hours.  Say Hi to everybody though."

"Will do.  Thanks for the ride!" Kit grinned, extending his hand.  "Is the camp still in the same place?"

"Yup - quarter-mile due east." the leopard nodded.  "Take care o' yourself, Kit."

"You too, Garon.  Thanks."  The boy hopped down to the ground and set off through the trees.  The old leopard watched him, frowning, until he disappeared.  He pivoted the L-16 and set off down the landing strip, taking to the air and vanishing into the setting sun.

Kit walked briskly through the forest, eager to arrive at the hobo camp and get some sleep.  He'd spent time there for more than a year, off and on, before he joined up with Don Karnage.  A traveler in need was always welcome there - there were few rules, hobos is general being suspicious of rules.  But certain things were understood - you didn't make trouble for anybody else, and you didn't overstay your welcome.  And anything you had, you shared.  If you had anything.

The faint acrid smell of wood smoke tickled Kit's nose, which twitched in recognition of the familiar scent.  He could hear voices now, faintly, and he began to wonder if he'd recognize many of the folks at the camp.  With the exception of a few old-timers who had lost the will or the ability to travel, the cast of characters tended to turn over pretty quickly.

He emerged from the trees into a large clearing, where a group of perhaps twenty souls were gathered around a fire pit, talking quietly.  Tents were set up here and there in the clearing, and a few small campfires burned around the main pit like satellites orbiting a star.  "Ho!" Kit called, alerting the group to his presence.  

"Ho, traveler!" a large wolf called warily.  Kit recognized him as one of the semi-regular residents from his time there before.  

Kit advanced on the group with a nod.  "Lars - it's me, Kit Cloudkicker!  Don't you recognize me?" To his surprise the boy recognized several faces in the group.  Heads were poking out of tents in curiosity at a new resident.

The wolf extended a grey paw.  "Welcome, Cloudkicker!  I haven't seen you in better than a year!  You've grown!"

"Not enough!" the cub scowled ruefully.  "What's new, Lars?"

"C'mon, sit by the fire." the wolf grunted.  "You have nothing - no food, no clothes, no sleeping bag?"

"No." Kit said softly.

"Our fire is your fire." a dark-eyed lynx nodded in established greeting as the boy sat cross-legged on the ground.  "You hungry, Boy?"

"Yes Sir." Kit nodded.

"Name's Mercury." the lithe cat said gruffly.  Kit made a mental note that the deferential pose of his Iron Vulture persona wouldn't fit in with this group.  The cat handed the boy a metal bowl of thin stew.  "Eat something, you're thin as a board."

"Thanks!" Kit grinned, spooning some of the stew into his mouth.  He'd forgotten in his exhaustion just how hungry he was.  He looked around and nodded at several faces he recognized.  His eyes fell on a lioness dressed in a ragged black blouse and skirt, perhaps in her mid -60s.  "Layna!" he exclaimed in delight.

The woman rose and walked over to him.  "Kit." she nodded brusquely.  The boy was stunned by her coldness - she was a more or less permanent resident, and had been one of the kindest of all the camp inhabitants when he'd visited in the past.  "Are you well?"

"I'm fine." the cub whispered, the hurt plainly visible in his face.  The lioness smiled thinly and patted him on the shoulder, then disappeared into her tent.  Kit returned his attention to the stew, conscious of a quiet that had descended on the camp.  The only sound was the crackling of the wood on the fire and the rustling of the wind through the trees.

The boy had nearly finished the stew when he felt a hand roughly grab his shoulder and shake it.  He spun and looked up into the visage of a spotted hyena, one of the faces he'd vaguely recognized from before.  "It's Griff - right?" he said politely.

The hyena scowled and spat onto the ground next to Kit.  "You got a hell of a nerve coming back here!" he growled.

"Huh?" Kit gasped, sliding away from the towering figure.

"You heard me!  Where's your friend Don Karnage?"

"D-Don Karnage?  He's no friend of mine!"

"Griff..." Lars said softly, standing and placing a hand on the hyena's shoulder.

"You're a pirate!" Griff spat.  "You're a traitor to all of us, Cloudkicker.  Everybody who ever accepted the hospitality of this camp!  Pirates are the scourge of travelers everywhere, and you're a pirate!  Get out!"

"But, I'm not-" Kit protested.

The lynx stood.  "Sit down, Griff.  The boy is tired and hungry.  We don't send children away from our fire tired and hungry.  Sit down."

"He's no 'boy'!" the hyena scowled.  "He's one of Karnage's scum!"

"No!" Kit shouted.  "I - I was... but I left!  I got away from him, I ran..."  Several of the faces around the fire were staring at him with scorn in their eyes.

"He doesn't deserve our food, our fire!  What's the matter, Scum - Karnage didn't give you a big enough share of his stolen loot?  Didn't let you get in on enough of the killing?"

"Stop!" Lars hissed.

"No!" Kit sputtered.  "I'm not like him!  I'm _not_ _like_ _him_!  I'm not!"  The cub threw his bowl to the ground, sprang to his feet and dashed into the trees.

Kit ran for a few moments, blindly, and finally fell to the ground, exhausted.  He hugged his knees to his head and closed his eyes tightly.  Was it true - was he truly a pirate at heart, when it was all said and done?  He was an outcast now - an outcast even among other outcasts.  A series of small sobs escaped his chest.

After a few moments he heard footsteps crunching through the leaves, slowly approaching him.  He didn't look up, but he could hear someone standing over him, breathing slowly.  A pair of hands clutched his shoulders gently.  "He doesn't speak for all of us."

"I'm sorry, Layna." Kit sobbed, cursing the tears of weakness that streamed down his face.  "I'm so sorry..."

"I know.  That's why you were right.  That's why you aren't like them." the lioness said gently.

"I shouldn't have come here..." the cub whispered hoarsely.  "Griff's right, I betrayed all of you, I don't deserve your hospitality-"

"Nonsense!" the lioness chuckled, squeezing his shoulders.  "We don't turn away hungry children, Kit.  We'd be no better than pirates if we did.  I was angry, when I first saw you... but now I'm not.  I know you better than Griff does.  He's a loudmouth, a troublemaker.  He's made mistakes in his life, too.  We all have.  I'm glad you're here, now."

"I'm so sorry, Layna...  It was the worst thing I've ever done!  All I ever seem to do is make trouble..."

"I know you're sorry." the lioness said softly.  "You stay in my tent tonight, it's going to be chilly.  Come on back to the fire now."

Kit closed his eyes and saw the ragged faces staring at him, contempt etched in their stares.  "They all hate me, Layna!" he sobbed, willing the tears to stop with no success.  "They hate me..."

"A few do.  Old Layna has been here a long time, her words carry some weight.  They'll change their tune." the lioness chuckled.  She hugged Kit to her chest and smoothed the fur on his head tenderly.  The boy was aware of the musty, sour smell of her clothing, but also of the comforting warmth of her embrace.  "Stop crying, now.  We've all had our troubles, Angel.  That's why we're here.  Stop crying and come by the fire, get warm.  You'll feel better after a long sleep."

The cub sobbed a few times, then took a deep breath and lifted his head, forcing a smile.  The old lioness grabbed his hand and they walked back to the fire pit, glowing bright orange in the encroaching darkness.

Despite his exhaustion sleep refused to claim Kit for a long while.  He lay in a tattered sleeping bag in Layna's tent, watching the flames from the fire pit dance in silhouette through the canvas.  After a time he heard voices outside, engaged in a debate.  They spoke quietly, but he could hear the intensity of their speech.  Finally, the tent flap opened and he saw Layna drop a cigarette to the ground, crushing it with her foot.

Kit lay back, hands behind his head, as Layna stepped through the opening and into the tent, carrying an oil lamp.  "Still awake, Angel?" she smiled at him.

"You shouldn't call me that." the cub whispered.

"Hmm.  Angel?" the lioness chuckled, sitting cross-legged on the old army cot that served as her bed.  "Whyever not?"

"Because of who I am." Kit said sullenly.  "Because of what I've done...  Can you ever forgive me, Layna?"

"I already have, Child.  It's not my forgiveness you should be concerning yourself with."  She smiled at him by the flickering light and was seized by a fit of coughing.  She took a sip of tea from a metal cup and leaned back on the cot.  "You're an Angel to me, Child.  The same angel who walked into this camp with Rudder whenever it was, two years ago...  And you don't belong in this place any more now than you did then.  You'll always be an angel to me..."

"Thank you." the boy whispered, shutting his eyes tight.  Her words of comfort filled him with pain.  The old lioness coughed again, violently, and breathed heavily.  "Are you OK, Layna?" he asked in concern.

"What - this cough?" she laughed bitterly.  "Too many cold nights, Kit.  Is that old sleeping bag all right?"

"It's fine." Kit smiled.  "Maybe you should see a doctor-"

"Bah!  Don't hold with doctors!" she scowled.  "Stop worrying your head with that, Angel.  Get some rest."  The lioness extinguished the oil lamp and sighed.  "Sleep well, Kit."

"You too.  Night." Kit yawned, weary beyond description.  The old lioness hummed a wordless tune in the dark, her rough voice taking on a kind of beauty as the cub hovered between wakefulness and sleep.  Long buried memories, the faces that once inhabited them long since lost, sparked into life and entered his thoughts as they sometimes did.  The voice carried him away, and gentle arms rocked him to sleep in his mind.

"Here we are, Molly." Rebecca pulled the car into the long driveway of her parents' house.  Dinner at her parents' place was always a mixed bag for Rebecca - her mother's cooking was a welcome change from her own somewhat more pedestrian fare, and she felt it was important for Molly to spend time with her grandparents.  Still, she saw so much of her father already, during the week...

"I wonder what Grandma cooked for dinner." the yellow cub mused as her mother carried her up the long walk to the front door.

"I dunno, Molly!" Rebecca chuckled.  "You don't have to act so zealous!  I try my best, you know, but all that culinary stuff never made any sense for me..."

"What's 'zealous', Mommy?"

"That's you slobbering all over yourself knowing you don't have to eat Mommy's cooking!" the bearess laughed, unlocking the door and stepping inside.  "Hello all - we're here!"

"Hello Darling - in here!" Kayla called out from the kitchen.  Rebecca set Molly down and the little girl dashed in ahead of her.  By the time Rebecca reached the huge kitchen Molly was already in her grandmother's arms.  "Hello, Rebecca!  How are things?"

"Fine Mother.  Where's Dad?"

"Oh, he's working on some big project down at the office.  The usual, some acquisition or something.  He said he'd try to be back by dinner time, so-"

"Don't wait for him!" Rebecca chuckled ruefully.  "I understand, Mom.  That's odd - I didn't know anything about a big deal coming down..."

"What's fer dinner, Grandma?" Molly piped in.

"Your eyes are as big as your stomach!" Kayla laughed.  "Roast ptarmigan, with garlic potatoes, broccoli and rosemary bread."

"Roast ptarmigan?" Rebecca chuckled, savoring the delicious smells emanating from the oven.  "Mom, I don't know how you do it!"

"It's not so hard." her mother said dismissively.  "You just rub the skin with-"

"Grandma, can I go see the horses?" Molly interrupted.

"Of course Darling." Kayla smiled.  "Let me just get the potatoes started.  Well, Dear - I suppose you're glad you didn't go to Cape Suzette now, eh?"

"What do you mean, Mother?" Rebecca frowned.

"You didn't hear?  There was some sort of invasion, air pirates or some awful thing.  They destroyed a bunch of buildings, bridges.  People were hurt-"

"Air pirates?  Really?" Rebecca asked, slack-jawed.  "When did all this happen?"

"Oh, just the day before yesterday, I'm surprised you didn't hear about it.  I still have the newspaper around somewhere..."

"Horsies!" Molly snapped petulantly, tugging on the black bearess' apron.

"All right!" her grandmother laughed, scooping the cub up in her arms.  "If anything starts to boil you'll turn down the heat, Rebecca?"

"Of course Mom." Rebecca said absently as the two disappeared out the back door.  Air pirates - in Cape Suzette?  That was strange.  And why did it upset her so?  She almost felt... guilty, somehow, as if she should have been there, fighting them off.  Strange.  With a sigh, she went to search for the newspaper.

Rebecca checked her reflection in the mirror of the executive washroom for the fifteenth time.  She was perfect - her makeup, her hair, her blouse.  Not a wrinkle or a stitch out of place.  So why did the idea of walking into that boardroom fill her with a sense of dread?

~My first board meeting.  Something I've dreamed about since I was a little girl... No, scratch that - something I dreamed about _as_ a little girl.  Haven't dreamed about it much since then...~  With a sigh she turned and slipped out of the washroom and headed down the carpeted hall towards the big double doors at the end.  

Her father had spent so many hours in that room.  So many great decisions, fortunes made.  It was as much his home as the house he slept in.  It gave him everything he wanted out of life.  Without it, he wouldn't be a whole person, and she knew it.

She paused outside the door, straightening her skirt one last time.  ~First impressions...~ she thought bitterly.  But then, those men in there already had their impressions of her.  She was the boss' daughter.  The boss' daughter and now she was on the board.

She cracked the door open and gingerly stepped through.  A flurry of hushed conversation ceased as soon as she stepped into the room, and the six men who sat around the long oval table stared at her collectively and then looked away.  She nodded a greeting and smiled stiffly.  An empty chair sat at the far end of the conference table, opposite her father's place.  She headed for it and sat down, setting her briefcase down next to her.

"Welcome, Miss Cunningham." Mr. Blowers, an officious looking hippo who had been on the board for almost twenty years, smiled at her.  "It's good to have you on the board at last."  The other men around the table mumbled greetings in concert.

"At last?" Rebecca smiled tightly.

"Well...  Of course we all knew it was only a matter of time before you joined us on the board!" the hippo nodded awkwardly.  "Someone of your talents..."

"Of course!" she nodded in response.  "I'll certainly do my best to make a positive contribution."

"I'm sure you will."

Gregory Cunningham walked into the room, beaming as he saw Rebecca sitting at the end of the table.  "Good morning everyone!  I see our newest board member is right on time."

"Good morning,..." Rebecca began.  What to call him?  They hadn't discussed it... "Mr. Cunningham."

Her father chuckled.  "I think under the circumstances no one would object to your calling me 'Dad'!  Anyone?"  There was a general chorus of nods and nervous chuckles.  "'Dad' it is then!"

"Fine." she smiled, feeling a blush rising on her cheeks.  That had been awkward...

Her father plowed ahead.  "Ah Rebecca - this is a dream come true for me, a dream come true!  It's an exciting day for Cunningham Holdings.  Now then - I don't expect you to participate in any specific manner today, Rebecca.  Just sit back and observe, get the feel of things.  All right?"

"Of course, Dad."

"Very well then - let's get down to brass tacks, shall we?  Any new business - Jenkins?"  Rebecca settled back to listen, feeling very much the fifth wheel.

Kit shivered as he stepped out of the hand-pumped camp shower that sat near the stream running through the trees.  The water was cold, icy cold, just as it always was, and the late winter mornings were chilly, even in this southerly latitude.  He got dressed quickly and started through the trees, back to the warmth of the fire pit.

Kit had been surprised how quickly he'd settled back into camp life.  After two weeks the routines of the day were firmly ingrained in his mind.  There would be oatmeal cooking at the fire pit, small groups of travelers gathered in circles, talking and even laughing occasionally.  There would be chores to do, tasks to be carried out.  It would be another day.

Kit nodded at Lars as the grey wolf passed him, towel over his shoulder on his way to the shower.  Lars appeared to have emerged as the de facto leader at the camp for the moment.  Leaders were anathema to hobos, as a rule, but in Kit's experience someone always seemed to emerge to make sure that things got done and everyone was fed.  It was human nature - some people were always turned to when decisions needed to be made.  And decisions sometimes needed to be made, even in Freeburg.

Kit suspected that a decision had been made about him, that first night.  Griff had more or less left him alone since, other than an occasional venomous stare.  He had been met with cold glares by many of the camp residents at first, but by nature of his obvious work ethic and the fact that Layna had taken him under her wing most of them had come to accept him grudgingly.

Kit figured that Lars had something to do with that too - he liked the grizzled wolf, who had always treated him fairly since his arrival.  Lars didn't say much but he acted with quiet determination and compassion.  Kit had also liked Mercury, the young lynx who had offered him food that first evening, but he had since moved on, as had a few others.  One or two new arrivals had taken their place.  That was the way of existence at Freeburg.  

Kit was already feeling physically stronger, even on the humble food of the camp.  Three meals a day of any sort was more than he was used to.  The comforts of a daily routine were soothing, but he still felt the same restlessness he'd felt in his stays there before.  There was a defeated quality to the faces he saw, and it made Kit tired to look at them.  There was always a sense of romance to the traveler's life at first - even some of the younger hobos at Freeburg still held onto scraps of it.  For the older residents, however, there was no romance - only weariness.

"Morning!" Kit grinned at Aly, a young bobcat in her late teens who Kit figured was probably the youngest person in camp, after him.  A child passed through occasionally, but Kit rarely remembered seeing any during his stays there.  He settled down next to the bobcat by the fire, spooning oatmeal into a bowl.

"Hi." she smiled.  "Sleep well?"

"Fine."  The cub savored the warmth of the bland cereal as he swallowed it down.  "Has Layna been out for breakfast yet?"

"Nope." the girl said with a shake of the head.  Layna had been coming out of her tent later and later in recent days.  "She not well, Kit."

"I know." the cub whispered.  "I wish she'd go see a doctor.  One of the pilot's could fly her-"

"She'll never do that!" Aly chuckled ruefully.  "She never liked doctors.  I heard she hasn't left the camp in four years."

"Yeah - she told me that too." Kit sighed, scarfing down the hot cereal.  "I'm gonna bring her some oatmeal and tea, she must be tired today."

"You're sweet!" the bobcat smiled.  "Layna really likes you, Kit."

"I like her too." Kit replied, spooning oatmeal into another bowl and pouring a mug of tea.  "See you later."  He was worried about the old lioness - after an initial burst of energy upon his arrival, she'd been coughing more and more of late, and walking around less and less.  She was a shell of the strong, vibrant woman he remembered from years past.  

The lioness was sitting up in her cot when the boy poked his head into the tent.  "Morning, Angel." she said hoarsely, managing a weak smile.

"Morning!" Kit grinned back at her.  "I thought you might like to eat breakfast in bed this morning.  You know, the good life!  So I brought you some tea and oatmeal."

"That's dear of you!" Layna wheezed.  "Such a good heart, you always had such a good heart.  Leave the tea, but I'm not very hungry, thanks just the same."

"Sure." Kit smiled, but her refusal worried him.  He handed her the steaming beverage and sat cross-legged next to the cot.  "I'll leave the oatmeal too, in case you change your mind.  Do you wanna talk for a while?"

She was seized by a fit of coughing, then smiled weakly and patted his paw.  "I'm not much of a talker right now, Angel."

"That's OK!" the cub replied, and they sat silently for a few moments as the lioness sipped the tea.

"I'm glad I got to see you again, Kit." she said softly.

"What do you mean?" Kit frowned.

"Nothing, nothing." she wheezed.  "How long will you stay, Angel?  Where will you go?"

I dunno." the cub sighed.  "I don't really have anywhere _to_ go.  That never seemed to matter to me before, somehow..."

The old lioness shook her head disconsolately.  "Poor baby.  There are folks somewhere, a man and a woman - they'd kill or die to have a son like you, Angel.  It just doesn't seem right."

"Don't you worry about me, I'll be fine." the cub said huskily, squeezing her paw.  "I'm tough, I'll be fine."

"Course you will."  Layna coughed again.  "I'm worn out, all this talking.  Run along for a while, Kit.  I'll be out before lunch, don't you worry."

"You sure you're OK?"

"Just fine, Angel.  You leave that oatmeal, maybe I'll be hungry in a little while."  She leaned back, eyes closed.

"OK.  See you later." Kit said quietly, slipping out of the tent.  He shivered as a cold breeze blew through the clearing.  Wrapping his arms tightly around himself, the cub set off for the fire pit to warm up.  He stopped short.  A black bear, perhaps forty years old and wearing a blue fur-lined flight jacket had appeared out of the trees and was walking towards him.  "Chester?!?"

The bear looked up, eyes bleary, and lit up with recognition.  "Kit Cloudkicker?"

"It's me!" the boy laughed, and without thinking threw his arms around the black bear, who returned the embrace.  Chester and his older brother Rudder, both pilots, had been among the few sometimes residents of Freeburg that Kit had numbered as friends.  They were both big-hearted and generous to a fault.  "I can't believe it!  It's been too long..."

"Great to see you, Kit!" Chester grinned.  "You sprung up a little - that sweater fits you now!  Have ya had breakfast?"

"Yeah - but I'll sit with ya!" Kit beamed.  They staked out places by the fire and the black bear helped himself to oatmeal.  "When did you get here, Chester?"

"Late last night, Kiddo.  Pretty much everybody was asleep.  Just woke up a few minutes ago myself."

"How's Rudder?"

Chester laughed.  "Y'know Rudder, Kid!  He never changes.  He never stays in one place long enough for the roots to take.  He's haulin' cargo around San Flamingo as o' two weeks ago.  I suspect I'll run into him soon enough.  How 'bout you?  Been here long?"

"Two weeks."

"That a fact."  The black bear ate a few spoonfuls of the hot cereal.  "I gotta ask ya Kid - what happened?  Why Karnage?  Rudder 'n I darn near busted a fuel line when we heard-"

"I bet." Kit sighed, looking down at his feet.  "I can't tell you Chester - all I can say is, it was the dumbest thing I ever did, and I've never passed a day since I joined him that I wasn't sorry.  I ditched him when - well, I even screwed that up, but at least I ditched him.  Can you forgive me?"

"Sure, Kit." the pilot smiled.  "We all make mistakes.  No one expects ya to be perfect, especially at yer age.  That's in the past, now."

"Yeah, in the past..."

"Seen any o' the old gang?  Who's here?"

"Well - Lars is here.  He seems to be takin' care of things, y'know.  Old Jeb McPhee's still here - I don't think he'll ever leave.  Griff's here, Terry.  And Layna, of course.  That's about it."

"Layna!" Chester grinned.  "I missed her!  How is the old gal?  I haven't seen her."

"She's - not too good, Chester." Kit whispered.  "I been sharin' her tent - I think theyd've kicked me outta here if she hadn't took me in.  She's got a real bad cough, and she hasn't been eatin' much.  It's pretty bad, I think.  And she won't see a doctor, naturally."

"Naturally!" Chester scowled.  "Always was a stubborn bird.  Well, I'll pop in and visit her in a few minutes.  Boy, but it's good to see you, Junior!  I was pretty worried about you."

"Worried - about me?" Kit asked, surprised.

"Well sure, Sonny!  I didn't spend all those hours teachin' ya to read maps and such just to write ya off, did I?  I was really down when I heard you hooked up with Karnage, but I figured you were too smart to stick with that crook for long.  Figured you'd ditch him sooner or later.  It's good to see yer okay."

"Thanks, Chester." Kit grinned.  "Thanks for everything you taught me - maybe I'll get a chance to use it someday."

"Sure ya will." Chester chuckled.  "I know it."

_"You see this?" the woman's voice said.  "This is an airplane!  That's right!  Airplane!  Can you say it?"_

_Kit looked up at the little model, his mouth trying to form the word, but it came out all wrong, sounding like "Eww-play".  The woman laughed a musical laugh and tweaked his nose gently._

_"That's all right, sweet boy!" she cooed.  "You'll be flying in one of these some day, I know you will!  Won't that be fun?  Yes!"  Kit heard himself giggling, and reached his hands up.  The woman grabbed them tenderly in her own.  For some reason, Kit couldn't see her face - it was blurry, cloudy.  He cried out in frustration._

_"What's the matter, Baby?" the voice said gently.  In contrast to the face, the voice was clear and sharp.  It was deep, lilting.  She sounded as if she were on the verge of laughter with every word.  Her voice soothed his anger, and he smiled.  "That's better!  That's better!"_

_The woman reached down and cupped his face in her hands.  "My little pilot, that's what you are!  Yes you are!  You'll be flying a plane one day, my sweet boy.  We'll fly together, won't we?  Yes we will!  We'll fly together..._

The voice was gone, and Kit found himself in darkness, silence.  He'd tried desperately to summon the voice back, but it would not come.  He growled in frustration, then opened his eyes, realizing he was awake.  It had been a dream...

Almost as quickly he realized something was wrong.  He blinked, his eyes adjusting to the darkness of the tent.  What was it?  Then he understood - silence.  "Layna?" he called out desperately.

He rolled out of his sleeping bag and knelt next to the lioness' cot.  He was used to her heavy, ragged breaths, but now there was nothing - quiet.  "Layna!  Layna!" he half-shouted, shaking her gently.  "Layna!"  The woman did not respond, and he was met with stillness.  

He stumbled outside, tears rolling down his cheeks.  "Help!  Help!" he screamed.  "It's Layna!  She's -she's..."

Lars was at his side in a matter of seconds, as faces began to appear in tent flaps and heads poked up from sleeping bags.  "What is it Kit?  What's wrong?"  The grey wolf grabbed the cub's hands gently.

"It's Layna!  I think she's - I think she's-"

"Wait outside." the wolf said grimly, ducking into the tent.  Kit fell to his knees, numb.  He wanted to go inside the tent, but his feet wouldn't move.  Around him, people were starting to mill about, talking in hushed tones.

Lars crawled out of the tent, a somber expression on his face.  He slowly walked past Kit and tousled his hair gently.  "She's dead." he said simply.  A hush fell over the assembled group.

"She _can't_ be!" Kit said desperately.  "I was talking to her last night, before we went to sleep - she was fine!  She was making jokes..."

Lars turned with a sigh.  "I think she was in a lot of pain, Kit.  I think she was tired.  It's better.  It was her time."

"No..." Kit said softly.  He felt hands on his shoulders and saw Chester sitting next to him.

"You OK, Kiddo?" the black bear asked tenderly.

"No, I'm not!" Kit whispered. "I'm not..."

"I know." the bear sighed.  "C'mon, let's go to my tent, it's cold out here.  Come on."  Kit numbly allowed himself to be led over to Chester's tent, taking a last look back to see Lars disappearing into Layna's tent..  He sat on the ground and hugged his knees as the pilot took out a small flask and poured a splash of liquid into a cup.  "Here - drink this.  It'll calm you down."

The boy dully drank the liquid down, coughing as it burned his throat.  The pilot draped an arm over his shoulder.  "It'll be OK, Kit.  It's hard to accept sometimes, but sometimes it's just a person's time to go.  She was very sick..."

"I know." the boy hissed.  "It just seems like everywhere I go, bad things happen!  I don't mean them to, but-"

"Bull!" Chester spat.  "That's horsefeathers, Kit!  If anything, she was happier'n she thought she'd be, cause you were there.  Cause she knew you were all right."

"But-"

"But nothin'!  I've known - knew - Layna a lot longer'n you, Sonny.  Believe me, she was happy to see ya.  It was her time to go - that's all.  You made the last few days better for her.  You were the best thing she could've hoped for."

Kit wanted to believe his friend, desperately so.  "Why does bad stuff happen, Chester?  Why does bad stuff happen everywhere I go?"

"Bad stuff happens, Kit." the pilot said grimly, wrapping an arm around him.  "There's nothin' you or me or anybody can do about it except deal with and get on with our lives.  It's not yer fault or anybody else's."

"Why did she have to die?" the boy asked softly, leaning his head on the black bear's shoulder, the liquor beginning to have it's effect as Kit drifted towards uneasy sleep.

"I dunno, Kit." the pilot whispered.  After a few moments the boy was asleep, and Chester gently lowered him onto his sleeping bag.  With a sigh, the black bear took a long look at the cub's sleeping form and slipped out into the night.

The streets of Winger City were teeming with Saturday shoppers, among them a brown bearess in a purple jacket who idly browsed the shop windows, gaily decorated with eye-catching merchandise.  She checked her watch - another hour until Molly's Junior Cubs meeting was over, no need to rush.

Rebecca was restless.  She found herself feeling that way a lot lately, and unable to say just why.  She could never sit down for more than a few moments, never pay attention to a radio show or a book without her mind wandering.  Molly had noticed it, of course - the cub was extremely sensitive to her moods.

"That's beautiful!" she gasped, staring at an elaborate girl's riding outfit in the window of an upscale children's store.  "Molly would love that..."  Rebecca squinted at the price tag and chuckled ruefully.  Two hundred dollars, much too expensive.  "That's why they call it window shopping..." she muttered, starting to walk on.

The bearess stopped after a few paces, frowning thoughtfully.  Why was it too much?  Her salary had increased dramatically...  If she wanted to buy that outfit for her daughter, there was really no reason why she couldn't.  She had to start thinking like a person of means - she _was_ one, now...

With a slightly guilty chuckle the bearess turned and walked into the store, reaching for her checkbook.

"Mommy!  I love it!" the yellow cub gasped, holding the burgundy horseman's shirt and black breeches up in front of her.  

"I thought you might!" her mother chuckled, savoring the look of joy on her daughter's face.  It felt good, bringing happiness to her like that.

"Can we go to Grandma's today and ride?" the girl gushed.  "Can we?  Please?"

Rebecca pulled her daughter onto her lap.  "Not today, Honey.  Maybe tomorrow.  What's your hurry?"

"Aw Mom!" the cub pouted, sticking her lower lip out.

"Don't start that with me!" Rebecca said sternly.  "And what do we say when somebody gives us something?"

"Thanks, Mommy." the cub said sheepishly.

"You're welcome.  Now - go and try it on, let's see how it looks on you!"  The yellow cub dashed off to her bedroom, leaving Rebecca alone on the couch.  She couldn't deny it - it _was_ nice, being able to do something for Molly, just because she felt like it, without having to worry about the cost.  Any mother would be thrilled to be able to do that, and of course Rebecca was.  She was thrilled.

A somber mood had gripped Freeburg with the passing of one of it's elder members, the woman who had been the heart of the ragged camp.  None of the residents was affected more sharply than Kit.  He'd moved to Chester's tent since Layna's passing, and hardly spoke to anyone for days afterwards.

"I'm worried about the kid." Chester sighed, staring at the boy as he huddled by the firelight, absently stirring a bowl of stew.

"This is no place for him." Lars said grimly from next to the pilot.  "No place for any kid..."

"Yeah - but there are worse places." the pilot answered.  "Kit's had so much bad stuff happen to him already...  He's tough, but he seems more - I dunno, _sensitive_, somehow.  More than he used ta be.  Maybe he's just taken as much as he can take, I dunno..."

"He seems to have taken Layna's death OK." the wolf said dubiously.  "I haven't seen him crying or anything..."

"I wish he _would_ cry." Chester frowned.  "Let some pain out.  Sometimes I wish - I dunno..."

"What?  What is it?"

"Well - every time Rudder or I would link up with Kit we'd always talk about, y'know, hookin' up with him, permanent-like.  But somethin' always came up, somethin' always happened.  And  we ain't got a real life fer a kid, neither one of us..."

As if aware he was being discussed, Kit looked across the fire at the bear and the wolf and walked over to join them.  Lars smiled at him and slid over, making room for the cub between them.  "Hey guys."

"How ya feelin', Ace?" Chester smiled.  "How ya holdin' up?"

"I'm OK." Kit replied, patting the black bear on the arm.  "Chester - are you leavin' soon?  Ya got plans?"

The pilot arched an eyebrow in surprise.  "I can leave whenever, Kid.  I got nothin' specific.  I was thinkin' I might head on over to Pazooza and look for some work, sometime..."

"Pazooza." the cub mused.  "Well, when ya go - can you give me a ride?  I think it's time I moved on.  I was never gonna stay here permanent, and with Layna gone..."

"Kit, you know I'll take ya. We can leave tomorrow if you want."

"Kit, I hope you ain't leavin' because of what Griff said." Lars interjected.  "Yer welcome to stay as long as you want, he don't speak fer me or anybody else."

"I know!" Kit smiled.  "Thanks.  But it just feels like time to move on, y'know?"

"Yeah." the wolf sighed.  "I been here three months now, I was thinkin' o' moving on soon myself."

"They'll miss you around here.  You're doing a great job holding things together." the boy frowned.

Lars chuckled ruefully.  "These folks don't wanna be held together, Boy.  You know that.  They'll get by, they always do.  Freeburg will always be Freeburg."

"So - ya wanna leave tomorrow, Junior?  Makes no nevermind to me, either way." Chester asked the cub.

"Yeah, I guess so.  I'm beat - I'm gonna get some sleep."  With a weary smile at the two adults, Kit slipped into the darkness.

"Well - if I don't see ya in the mornin', take care of yerself, Chester.  Take care o' the kid, too." Lars sighed, clapping the black bear on the shoulder and standing.  "Good night."

"Night." Chester said absently, lost in thought.  He sipped his coffee and sat in front of the fire pit well into the night.

"Heading?" the pilot asked, guiding his black seaplane through the high clouds that pockmarked the sky.  Far below them, the Pacific was a patch of blue visible through the sea of white.

"Twenty-six degrees, east-southeast." the boy said confidently without looking up from the aviation map spread out on his lap.

"Good boy.  Still an ace!" the pilot chuckled, punching Kit's shoulder good-naturedly.

"Thanks.  I had good teachers!" Kit grinned.

Chester flew silently for a moment, lost in thought.  He turned to the brown cub next to him with a serious stare.  "So Kit - what're you gonna do?  Once we get to Pazooza?"

"What're _you_ gonna do?" the cub replied, a little defiantly.

"Me?  Subject artfully changed, Kid." the black bear chuckled ruefully.  "I dunno, really.  I'm gettin' a little sick o' travelin', ta be honest.  Maybe a little old for it."

"You're not gonna give up flying?"

"Naw - I could never do that.  In my blood.  Still, maybe it's time I settled somwheres, who knows?  I always kinda liked Pazooza..."

"You never did like the hobo circuit as much as Rudder, did you?" Kit asked.

"You got that right, Kit." the pilot sighed.  "He was always more caught up in the romance of it than I was.  Now, Kid - I gave you an answer, and I expect one back!  What're you gonna do in Pazooza?"

"What're you - my father?" the boy scowled.

"No.  I'm not your father." the pilot frowned.  "Just your friend, that's all."

"Sorry." the cub said hastily, sensing he'd hurt the bear's feelings a little.  "You know me, Chet - I'll be fine.  I managed in San Flamingo when I was nine, y'know.  I can look after myself."

"But do ya _want_ to, Kid?  Doesn't it get awful lonely out there?"

"You tell me." Kit rejoindered a little bitterly.

"OK.  Yes, it does." the pilot nodded.  

"Chester, what choice do I have?  I can't go back to any orphanage - I put in my time and I left.  I can't live in one of those places - not now that I know what freedom's like."

"Freedom's overrated." the bear said grimly.

"Maybe." Kit sighed wearily.  "That's it, Chet.  I'm not goin' back to an orphanage - no way.  I'll be fine.  I always am."

"Fine - like joining up with air pirates fine?" the pilot scowled.  Kit flashed an angry glare and turned to stare out the window.  "Kit, you wanna stick with me fer a while?  Always room for a good navigator-"

"Till you get sick o' me." the boy sighed.  "I told ya, don't worry about me, Chester.  I'm not your responsibility.  I appreciate everything - the ride, and everything else.  But I ain't nobody's responsibility but myself."

Chester was more saddened by Kit's last statement than anything else he'd heard.  "You sure, Kid?"

"I'm sure." the cub smiled.  "Thanks."

Chester stared at him for a moment, then turned his attention back to the sky before him.  ~Freedom's overrated.  We all find that out, sooner or later...~

"She's a little awkward, isn't she?" Kayla Cunningham giggled, watching Molly slowly walk the Cunningham's regal Arabian around it's paddock.

"She hasn't been riding that long, Mom."

"Of course.  She sure looks beautiful in that get-up, though!  Like she's all ready for The Derby..."

"She sure does." Rebecca smiled.  "I've signed her up for riding classes at the equestrian center starting next week.  She's counting the minutes, she can't wait!"

"That's wonderful!  There's something about little girls and horses, isn't there?" Kayla laughed.

"Yep." her daughter said absently.  "Mom, can I ask you a question?"

"Of course." her mother nodded, a little surprised by Rebecca's formality.  "Anything, you know that."

"Mother, does Daddy ever - does he ever talk about me?  About the office?"

"What do you mean, Dear?" the black bear frowned.

"Oh, I don't know." Rebecca sighed.  "It's just - I've been on the board for a few months now, in that new office... but it never seems like I'm actually in charge of anything, somehow.  I do some leg work, just like before, research..."

"Well, he never has anything but nice things to say about you to me, Rebecca.  He's thrilled to have you there!"

"He may be the only one." Rebecca chuckled ruefully.'

"Rebecca?"

"Oh, never mind Mother.  It's just me being me, you know how I am.  I worry about everything."

"Well, you needn't worry Darling." her mother said confidently, patting her arm.  "Your father is thrilled to have you down there, believe me."

"Of course." Rebecca smiled.  

Spring was a lovely season in Pazooza.  Frequent banks of fog rolled in off the bay, leaving the pinnacle of Chickapin Hill standing like a beacon above the mist.  The fogs were usually followed by brilliant sunshine, which left the city of bridges, Victorian buildings and rolling hills bathed in a golden light.

For Kit Cloudkicker, the advent of spring meant something far more practical - that he had survived the winter, always the first order of business for a homeless child.  Winters in Pazooza weren't the bitter, killing holocausts of northern towns like Winger City, but they still brought chill winds, cold rains and occasional freezing temperatures.

The cub had concentrated his efforts over his first weeks in the city on finding work.  Starting with the cargo firms and shipyards on the bay, he had presented himself anywhere he could find an unlocked door, with no success.  He was too young, too small, too weak or too disheveled for every job.  Little had changed in the year or so that he'd been off the streets - it seemed that folks were no more anxious to hire a scrawny twelve year-old than a scrawny eleven year-old.

The boy was bitterly disappointed.  He considered himself much more grown up now than he'd been before - why couldn't anybody see that?  The demands of survival took over, and he was forced to devote his efforts to finding enough to eat, a dry place to sleep and avoiding the police, always anxious to make an example of a young nuisance.

The cub was nothing if not resourceful - through the occasional quarter he earned by the most menial of tasks, sifting through garbage cans, and the occasional charity of a well-meaning stranger he managed to scrape together enough to survive - but not without resorting to the odd theft, a prospect which made him extremely uncomfortable.

Even this threadbare existence was eventually formed into a sort of routine in his mind, as the mind is wont to do.  This allowed for the intrusion of a crushing loneliness which, paradoxically, was like a companion to the boy.  It lurked just beneath the surface, always threatening to wash over him and drag him down into despair.  Only by conscious effort was he able to keep his mind focused on survival, and not always successfully.

Kit had slept this night under a bridge in the Porterhouse district, sheltered from a cold drizzle that fell for much of the evening.  The Porterhouse district was home to many of the city's destitute, along with the bulk of it's opium dealers and prostitutes.  The police rarely ventured inside, especially after dark, which made a night of uninterrupted sleep a good bet.  The district boasted low quality refuse and no wealthy tourists however, which by day made it a poor spot to forage for survival.

Kit roused himself and began his daily pilgrimage into the wealthier neighborhoods to the north.  He was stiff and sore from the cold, and had developed a rattling wheeze in his chest from the countless nights in the damp mists.  Each cough brought painful memories of his stay at Freeburg, and the woman who had shown him compassion there.  Freeburg was never as attractive for Kit as when he was somewhere else.

Two ladies of the evening passed him walking in the opposite direction, returning to their dens to sleep the day away.  Kit recognized their faces, vaguely, as they whistled and laughed at him as they passed.  The boy brought a sleeve to his nose and sniffed distastefully.  He hadn't showered in over a week, the only bathing facilities available to him at the Redemption Army depot.  He despised it - despised the teeming throngs of desperate faces and the meddling of the people of who ran it.  As a result, however, he realized that he had developed quite a rank odor, and his clothes smelled even worse.  He'd have no choice but to stop at the depot soon.  In the meantime, he set off for the fountain in Nations Square.

Nations Square sat at the heart of Pazooza, adjacent to the squalor of the Porterhouse but also the splendor of the downtown shopping district.  By noon it would be a teeming throng of locals and tourists, but at nine A.M. it was sparsely peopled.  The cub sat painfully on the stone lip of the fountain, coughing from his walk.  He rested his lungs for a moment, then slipped off his sweater and dropped it in the water.

He splashed the cold water on his face and shook his head vigorously, then set to washing the sweater as best he could.  In cold water and without the benefit of soap it would be a moderate improvement at best, the boy knew, and he'd be unable to wear the sweater until it dried.  That made washing it in the morning imperative - at least he'd be in his undershirt through the warmest part of the day.

Several people walked by, unabashedly staring at Kit, who returned their looks balefully.  Some had disgust in their faces, some surprise (the tourists, no doubt) and some pity - those were the one Kit hated most of all.  "Hey!" a voice shouted.

The cub looked up to see a hulking policeman lumbering towards him.  The police were instructed to keep people like Kit away from areas frequented by tourists, and Nations Square qualified as one of those places.  The boy grabbed the sweater out of the water and took of at a dash through one of the urban canyons, confident that he could easily outdistance the plodding cop.  After shouting in pursuit for a few moments the man came to the same conclusion, and abandoned the chase.

Kit ran for another block or two and stopped, panting, hands on knees.  His lungs burned like fire, and his stomach growled angrily.  After a moment's rest he slowly set off in search of food.  Mornings were the worst time - there were few deep-pocketed tourists about, and no fresh garbage to sift through behind the restaurants.

Kit was desperately hungry after his exertion, and his desperation made him less choosy about his options.  He walked a block or two and came upon a row of shops, all of which had stands set up outside under their awnings.  It was one of many such neighborhoods in the city.  The boy's eyes fell upon a rack of fresh bread cooling on a shelf in front of a small bakery.  The smell was overpowering, and his stomach began complaining in earnest.

He edged his way closer to the bakery, dripping sweater in one hand, eyes darting about the street.  A few shoppers passed by, but the crowds were still thin.  With a lunge, he grabbed a thick loaf of sourdough and started to wrap it in his sweater as he slipped away.

"Gotcha!" a voice snarled as a strong paw gripped his arm.  A burly walrus glared down at him.  "Thought you'd steal a little breakfast, did you?"

"N-no - I was gonna-" the boy stammered as a few passersby glanced over curiously.

"Vermin!" the walrus spat.  "You're the scourge of this city!  I don't wake up at three every morning to bake this stuff so little street rats like you can steal it!" He squeezed Kit's arm viciously, prompting a squeal of pain from the cub.

"Lemme go!" Kit shouted defiantly.  "I didn't do anything!"

"We'll see!" the walrus grinned.  "Police!  Police!" he shouted at the top of his ample lungs.  "I'm tired of sucked dry by the likes of you - we'll let the police sort you out."

Kit desperately tried to change tack.  "P-please, Sir - don't call the police, I'll do anything!  Please!"

It was too late.  A blue-uniformed officer sauntered over, club in hand.  "What's the situation, Mr. Scapinelli?"

"Theft, Officer.  This little rat stole a loaf of bread from me - caught him in the act!"

"That a fact!" the policeman smiled.  "Pretty rare we actually catch one of these rascals.  I'm sure the judge will be very happy to see him."

"I didn't steal anything!" Kit said desperately.  "I was gonna pay for it!  I-"

"Shut up!" the officer snarled.  He grabbed Kit's wrists and roughly pulled them behind his back, prompting another squeal from the cub.  The sweater and loaf of bread dropped to the ground.  The officer slipped a pair of handcuffs on the boy and grabbed his elbow.  "I assume you'll have no objection to testifying in court about what happened, Mr. Scapinelli?"

"Gladly!" The walrus spat.

"Very good!" the policeman nodded.  "We'll contact you."  He began to lead Kit away by the elbow.

"My sweater!" the boy yelled.  With a sigh, the officer turned and picked up the dripping wool, a look of disgust on his face.  He draped it over the boy's shoulder and led the stumbling cub away.

"Damn!" Kit spat, pacing around the holding cell at Pazooza County Jail.

"Watch yer language, Kid!" a spotted hyena cackled.

"Yeah - siddown and shaddup!" a foul-smelling camel snarled.  "Yer makin' me nervous!"

"Sorry." the cub mumbled, sinking to the floor with a sigh ~Stupid, stupid, stupid!~ he berated himself.  In all of his days and nights in all of the cities he'd tramped through he'd never allowed himself to get nicked by the cops.  He was getting careless, there were no two ways about it.

"Who'd you kill, Junior?" the hyena chuckled.  "I see they finally brought down Mr. Big!"

The boy didn't respond, but sat silently hugging his knees.  He was in a bad spot now - at the mercy of the authorities in a town he hardly knew.  "Whassa matter Kid - ya miss yer Mommy?" the hyena laughed.  Kit ignored him, hoping he'd lose interest.  He felt a shove at his shoulder and he tipped over to the floor with a grunt.  "I'm _talkin'_ ta you, Runt!"

"S-sorry!" Kit stammered as the man loomed over him menacingly, apparently determined to make the cub his day's sport.

"That's enough of that!" a voice snapped, and the door to the holding cell creaked open.  A guard pulled Kit to his feet and led him into the hallway.  "Judge is ready to take your case, Kid.  They always give the juvie cases priority."  He pulled Kit's hands behind him and snapped the handcuffs in place, somewhat more gently then the police officer had earlier.

"Aren't I lucky." the cub said sarcastically as the guard led him down a long hallway.

"Suit yerself, Kid." the guard said dispassionately.  "I can put you back in that cell, if ya like.  Looked like things were about to get interesting in there."

"No!  Sorry." the cub said hastily.

"Crazy, puttin' a kid in the same cell as all the other prisoners." the guard spat.  "What the Hell they expect to happen?"  The guard led him to a set of wooden double doors.  "They'll call yer case in a few minutes, and I'll lead you in front of the bench.  Take my advice, Kid - don't pull that smartass routine on the judge.  You'll buy yerself more trouble than you bargained for.  Capiche?"

"Yeah, thanks." Kit sighed.  He hated to admit it, but he was scared - he'd faced down many dangers but never a judge.  He shivered a little, his sweater still damp as it clung to his frame.

"How old are you, Kid?" the guard asked him.

"Thirteen.  Almost."

"Thirteen.  Almost.  Ain't that bloody nice." the guard hissed.  Kit heard his name, and the guard opened one of the doors and led Kit into the courtroom.  He led the boy to a spot a few yards in front of the judges desk.  The boy stared up at the judge,a dour-faced eagle.  He looked as if he were a hundred yards above Kit's head.

"County of Pazooza VS. Kit Cloudkicker." a voice called out.  Kit turned his head to stare at a uniformed man standing adjacent to the bench.  

A tall dog in a rumpled suit stepped forward.   "Your honor, the accused is a minor, aged twelve years.  He is accused of third degree larceny, specifically the theft of food items valued under $50 from Scapinelli's Bakery, 172 Polk Street.  Mr. Scapinelli has testified in sworn deposition that the minor child stole a large loaf of bread from him at approximately nine A. M. today."

"Thank you Counsel." the judge said dryly.  Kit's heart was in his throat, and he began to sweat profusely, feeling the stares of the courtroom on him.  "Is the arresting officer here?"

"Yes Your Honor.  Officer Nigel Craven." a voice called.  Kit turned and saw the policeman that had arrested him."

"Please describe to the court exactly what you witnessed this morning at the time in question."

"Yes, Your Honor." the policeman said confidently.  "I was on patrol when I heard Mr. Scapinelli calling for police assistance.  When I arrived Mr. Scapinelli had the boy in his custody.  The boy was holding the loaf of bread in question, partially wrapped in a green sweater that the boy is currently wearing."

"Thank you Officer." the judge said wearily.  He turned his icy stare on Kit.  "Young Man, do you fundamentally dispute the facts in this case as they have been described?"  Kit stood frozen, unable to force air into his lungs.  "Talk to me, Young Man!" the judge repeated, a trace of menace in his voice.

"N-no Sir.  Your Honor." Kit stammered.  "That is - I... took the bread.  I was hungry-"

"I see.  Is it your position that it's all right to steal whenever you're hungry?"

"N-no Sir.  Sorry, Your Honor!  No Sir."

The judge leaned back and sighed.  "Does the boy have no legal guardian?"

The man in the suit stepped forward.  "No Your Honor.  He went missing form an orphanage in San Flamingo over three years ago, and there are no records since that time."

"I see." the judge nodded, drumming his fingers on the bench.  He leaned forward and stared at Kit. "I won't pretend that the crime you've committed is earth-shattering, Young Man.  However, it is a crime and if I release you you'll no doubt end up right back on the street, which won't do any of us any good.  This is a serious matter and it compels a serious response, one that I hope will teach you a valuable lesson."

He leaned back and scratched his chin.  "My sentence is ten days in juvenile detention, followed by assignment to a juvenile care facility licensed by the County of Pazooza."  He pounded on the bench with his gavel twice.  "Next case."

Kit's jaw dropped, and he felt himself being led away.  Juvenile detention - for stealing bread?  And he knew what 'licensed juvenile care facility' meant...  "The old bastard was pretty rough on ya - sorry Kid." the guard sighed.  "You ain't gonna get no sympathy from the system, Kid.  Stay out of it if ya got any sense."  Kit barely heard the words, his mind enveloped in a fog of shock.

The facility was called a 'Juvenile Detention Center' but to Kit it seemed indistinguishable from a prison.  The cells were spare, tiny and dank, the food atrocious, and the staff cold and unfriendly.  On the plus side, there were at least clean clothes - the uniform of grey pants and shirt - and a hot shower every day.

The routine was simple and repetitive.  A half-hour out of the cell at eight for breakfast, noon for lunch and six for dinner.  Two hours of 'school' - though Kit certainly didn't learn anything - and one hour in the exercise yard every afternoon.  Kit was one of the smallest boys in the facility, and as such decided to avoid contact with any of the other residents as much as possible.  Physical violence and intimidation seemed to be the currency of choice.

Kit had just sat down at one of the tables with his lunch tray on his second day when another boy sat next to him, a red fox who was barely taller than he was.  The boy had a friendly face, and grinned at him.  "Hey."

"Hey." Kit nodded, eyeing his food warily.  He'd pulled more appetizing meals out of garbage cans on numerous occasions.

"You're new, huh?  I'm Carter." the fox said, offering his paw.

Kit shook it warily.  "Kit Cloudkicker."

"Don't stare at the food, that only makes it worse." Carter scowled.  "What're you in for?  How long?"

"Ten days.  I stole a loaf of bread."

The little fox whistled.  "Wow - that's steep, Man.  Judge musta been in a bad mood!"

"I guess." Kit sighed, forcing a piece of slimy grey meat down his gullet.  "What about you?"

"Six months!" Carter said proudly.  "I stole a car!"

"Really?  How old are you?"

"Fourteen.  I'm small for my age."

"Yeah - me too." Kit said ruefully.  "Bet your parents were mad, huh?"

"Naw - they were glad to be rid of me." the boy said nonchalantly, scarfing down his food.  "My dad said it would be like the world's best vacation.  How 'bout yours?"

"I don't have any." Kit replied.

"Aw, they're more trouble than their worth!" the fox chuckled.  "Listen, Kit, I dunno if ya noticed, but I'm kinda, well, small - yaknow?  And so are you.  You ain't gonna be here that long, so if any trouble starts up, just lay low, OK?  It's not worth-"

"What kinda trouble?" Kit asked warily.

"You know - trouble." the fox sighed.  "There's a lot of older kids here..."

"Nobody pushes me around!" Kit spat.  "I been on my own since I was nine, Carter."

The fox shook his head.  "Kit - take it from me, it's-" the boy's eyes jerked up, over Kit's head.

"What?  Yipes!" Kit yelped as a stream of cold liquid cascaded down on his head.  He leapt to his feet as laughter erupted around him.

"Aw!  Looks like I spilled my milk!" A voice growled sarcastically.  Kit wiped his eyes and saw a tiger sneering down at him, easily two feet taller than he was.  "Sorry, little fella!"

The tiger's sneering face filled Kit with white-hot rage.  "Sorry, huh? You _will_ be!" he snarled, giving the older cub a two-handed shove in the chest.

The boy staggered back a few feet and regained his balance, an evil grin crossing his face.  "You'll regret that, Runt!"

"He didn't mean it, Tommy!" Carter piped up.  "He's new-"

"Shut up or you'll get some of it too!" the tiger hissed.  He pushed Kit one handed, sending the younger boy sprawling against the table.  "So you think you're tough, do ya Runt?"

"I'm not afraid of you!" Kit spat, pushing himself upright.

"You ain't huh?  OK, tell ya what - I'll give ya a free one!"  He stepped closer and held his hands far apart.  "Go ahead, tough guy - gimme yer best shot!"  Kit stared bullets at the older boy, knowing full well he was no match for him physically.  "Whassa matter - ya scared?  Ya got no-"

Kit launched himself into a right handed punch, aimed for the older cub's jaw.  The boy's paw darted out and easily stopped Kit's punch in midair.  He squeezed Kit's paw and twisted his arm behind him, prompting a scream of pain.  "Let him go!  You'll break his arm!" Carter shouted as more laughter echoed around the cafeteria.

"Naw - I wouldn't do that!" the tiger smirked.  Kit's eyes were clenched and his teeth gritted in pain, but he refused to beg for mercy.  Keeping one paw on the bearcub's hand, the tiger placed the other behind Kit's head and shoved his face down onto his lunch tray and pressed it down, hard.  "You got guts, Kid.  That's too bad.  Stay outta my way or they'll be all over the floor!"

Kit couldn't breathe, the pressure on his head shoving his nose and mouth into the foul-smelling food on his tray.  The tiger held him there for what felt like an eternity, Kit pounding the table with his free hand.  Finally the tiger released him and Kit spat food out, desperately trying to get air into his lungs.  His arm ached sharply.  He leaned on the table for several seconds, panting.

Finally, he brushed the food out of his eyes and looked around.  The tiger was gone, nowhere to be seen.  "I _told_ you, Stupid!" Carter hissed and walked away.  Across the room., a uniformed guard leaned against a wall, chuckling.

"Miss Cunningham?" the intercom buzzed, disturbing Rebecca's study of the boats on the bay below her window.

"Yes Evelyn?"

"There's a Mr. Speendecker for you on line two." her secretary's voice replied.

Rebecca frowned.  Speendecker?  She hadn't talked to him in weeks...  "Thanks Evelyn, I'll take it." she said, rising from her desk and closing her office door.  She sat back down and picked up the phone, her hand trembling a little.  "Hello Mr. Speendecker, this is Miss Cunningham.  So nice to speak with you again."

"Likewise I'm sure, Miss Cunningham.  I trust you're well?"

"Very well, thank you.  What can I do for you?"

"Well Miss Cunningham, as you requested I've been keeping my eye on the foreclosure files, and that very same air cargo firm that you were interested in has become available."

"Really?" Rebecca breathed.

"Yes indeed.  It's no great surprise, given the owner's track record.  The bank foreclosed on him this morning.  If you're still interested I can get the paperwork started today."

"T-today?"

"Yes Ma'am.  I just need your-"

"Mr. Speendecker - I'm going to need to think about it first - my situation here has changed somewhat-"

"I see.  Well, I feel I should tell you Miss Cunningham - time may very well be of the essence here.  These foreclosures can be snapped up very quickly sometimes.  Sometimes not - it's impossible to tell.  However I can assure you that you are not the only interested party."

"I'm sure." she sighed.  Molly - what about her?  She had her riding classes coming up, those were expensive...  And she was halfway through the school year too...  "I'll have to discuss it with my daughter and call you tomorrow Mr. Speendecker."

"Very well.  I can only hope that the deed hasn't been purchased by then.  I'll wait for your call, Miss Cunningham."

The children were just starting to stream out the front doors of Winger Academy when Rebecca pulled up alongside the curb in front.  She sat idly, watching the throngs of young faces as they emerged from the white clapboard building, one of the oldest private schools in Usland.

It had been a long afternoon for the bearess.  She'd left work early and driven aimlessly for a while, trying to clear her head without much success.  She was a woman who liked to be sure of things.  Uncertainty was messy, uncomfortable.  But it had been her constant companion today.

Molly finally emerged from the building amidst a small pack of kindergartners, dwarfed by the older kids as they streamed onto the street.  Rebecca honked and waved, and the yellow cub spotted her and ran over to the car, grinning.  Rebecca leaned over and opened the passenger door.

"Mommy, what're you doin' here?" the girl asked, surprised to see Rebecca.  She normally took the school bus to her grandmother's after school to wait for her mother.

"I left early today!" Rebecca grinned.  "How was school?"

"It was fine, Mom.  Robbie threw his juice at Marc and hit him right on the head!  It was the funniest thing I ever saw!"

"I bet it wasn't so funny for Marc!" Rebecca chuckled.  "Buckle up now.  How about we stop for some ice cream?"

"Yay!" Molly cried, then frowned thoughtfully.  "Is somethin' the matter, Mommy?"

"No Molly, nothing's the matter.  I just thought it'd be nice, that's all.  If you don't _want_ ice cream..."

"No!  I mean yes!" Molly nodded vigorously.

"Good!  You're such a suspicious little thing sometimes...  Molly, I want to ask you something-"

"Mom, d'you think I should wear my riding outfit to my lesson tomorrow?  I don't wanna get it dirty an' everything."

"Well... of course you should wear it, Molly.  That's what it's for - riding."

I just can't wait, Mom!" the girl bubbled on.  "Riding's the funnest thing in the world!  I just can't wait!"

"I'll bet." her mother sighed.

"An' pretty soon I'll be good enough to ride Grandma's horses just like she does, right Mom?  I bet I can gallop real soon an' everything.  I hope I do good at the lesson.  D'you think I will?"

"I'm sure you'll do fine..."

"Maybe we can take a trip somewhere this summer, Mommy?  Maybe we can go to one of those ranches where they have horses and trails and-"

"We'll see, Honey." Rebecca smiled ruefully.

"We're takin' a school trip to the Aviation Museum in a couple weeks, Mommy.  That'll be fun.  I like the museum, they got great popcorn there.  What'd you wanna ask me, Mommy?"

"What was that?"

"You said you was gonna ask me somethin'?" the cub frowned.

"Never mind Molly, it wasn't important." Rebecca sighed.  "Come on, let's get us some ice cream."

It was mid-afternoon on Kit's last day at the facility when a young bearess in a peach colored dress entered his cell to find the cub reclining on his cot, staring at the wall.  She smiled sweetly.  "Hello, Kit.  I'm Ms. Wayne.  How are you today?"

Kit recognized the type immediately - a counselor of some sort.  He'd seen plenty of them at the orphanage.  "Hey." he said guardedly.

The woman sat down on the hard chair that was the only piece of furniture in the room besides the cot.  "Kit, you know that you're going to be discharged from the facility tomorrow."

"Uh huh." the cub sighed, wearying of the conversation already.

"Yes.  Well, I'm a social worker, Kit.  I'm here to talk with you about what's going to happen next, all right?"

"Sure.  So talk."

The bearess frowned and quickly glanced down at the clipboard she held in front of her.  "Kit, first of all, I need to know that you've learned a lesson from this.  After all, you weren't sent her for punishment, you were sent to hear to learn, so that you can be a better person."

"Coulda fooled me." Kit sighed.

"Now Kit - let's not be hostile.  We're all hear to help you.  Kit, I need to know that you feel remorse.  Are you sorry for what you did?"

Kit tried hard not to laugh.  "For taking a loaf of bread, you mean?"  He shook his head angrily.  "Yeah - I'm real sorry."

"Good!  That's good." the bearess nodded.  "Now Kit - since you don't seem to have any parents, or a legal guardian, we've made arrangements for you to live in a licensed care facility."

"An orphanage, you mean." the cub spat bitterly.

"No - not an orphanage.  A group home.  It's a very nice facility, Kit.  There are lots of other young people there, and you'll get an education-"

"Thanks goodness it's not an orphanage." Kit sighed.  "Look, why don't they just let me go?  I can look after myself, I don't need any orphanage.  I'll be fine..."

"Now Kit - we can't very well do that, can we?  You're only twelve years old, you need to be looked after-"

"Looked after.  Is that what you call it?" Kit hissed.  "I'm tired of orphanages, Lady.  I had my fill of 'em already.  Why are you here?  They've already decided where to send me, and it's not like I have any choice.  I'm just goin' to a different prison, that's all."

"Kit!" the bearess scolded.  "Bayview is not a prison, it's a group home.  Once you leave here you've served your sentence, you're no prisoner-"

"So you mean, if I don't like this _Bayview_, then I can leave?"

"Well, no-"

"I get it." Kit whispered.  "Look, I'm not much of a talker, OK?  We've had our talk and you did yer job.  So just leave me alone, OK?"

"Kit-"

"Please - just leave me alone!" Kit snapped, rolling over to face the wall.  The woman clicked her tongue disapprovingly and slipped out of the cell, leaving the cub alone with his thoughts.

"Hey L'il Britches!" 

Kit looked up quickly.  Only one person called him by that name.  The big grey bear smiled at him, standing alongside his plane.  "Hey Baloo!" Kit shouted.

"What's wrong, L'il Britches?" Baloo asked, sounding concerned.

"Whaddaya mean?" Kit shouted, running over to the big bear.  Baloo looked wrong - shimmering, blurry.

"Ya look thin, Kid." Baloo frowned.  "Whassa matter - and where ya been?"

"Sorry Baloo - It's been pretty rough.  I was in Freeburg for a while, then Pazooza, and I was - I was locked up.  I stole somethin', I'm real sorry!"

"That's OK!" the grey bear grinned, still shimmering strangely in the bright sunlight.  " I know yer a good boy, Kit."

"Oh, Baloo-"

"So what happened then, L'il Britches?"

"I been livin' in this group home - like an orphanage.  I hate it, Baloo!"

"Aw, fergit that!" Baloo chuckled.  "That's all over now.  C'mere!" he held his arms out wide, and Kit grinned, moving to embrace him.  His arms closed around nothingness - the bear wasn't there!  Kit stumbled forward and fell off the dock, swallowed by the cold, dark water.  He tried to kick his way to the surface, but the water was thick, viscous like oil.  "Baloo!" he tried to scream, but his mouth filled with black water, choking him.

"Shut up!"

"Wha?" Kit spluttered, blinking his eyes.  His pillow was gripped tightly in his arms.

"I swear, Cloudkicker - yer the noisiest sleeper I ever saw!" the voice said from the darkness.  "Shut the hell up so I can sleep, willya!"

"Sorry." Kit mumbled, wiping the tears out of his eyes.  He rolled over towards the wall, trying to calm his breathing.  He hadn't seen Baloo's face in a long time, not even in dreams.  He'd almost thought he'd forgotten the grey bear.  He closed his eyes, willing himself to sleep, and the dreams that haunted him to stay away.  He lay in the darkness for a long time, listening to the sound of his own breathing, before finally slipping into a shallow sleep.

They called Bayview a group home, but Kit couldn't see much difference between it and the orphanage in San Flamingo.  Perhaps forty kids, most around Kit's age but some younger and some as old as seventeen, shared what amounted to a large house somewhere on the southern fringes of Pazooza.  And as for the name - well, Kit had combed every inch of the place and he'd certainly never caught a glimpse of the bay.

That was important, Kit realized.  He liked being able to see the ocean - it gave him a sense of expanded horizons, possibilities.  It would be nice, to be near the water.  Like Baloo - he was right on the harbor, in Cape Suzette...

There wasn't much to do at Bayview.  There were several hours of classes each day, but the kids were of all age groups and the material so generic that Kit was constantly bored with it.  There was a library, supposedly - that's what the brochures said.  But Kit had never seen it.  What few books or magazines found their way into the place were hoarded like gold.

The lack of diversion left Kit plenty of time for contemplation.  As he'd done on the Iron Vulture Kit had found a few isolated cracks of space where he could be alone for fleeting moments, free from the bleating youngsters, the bullying older teenagers and the ill-tempered adults who ran the place.  The small attic, the gardener's shed...  When he found a few moments free he would stake out one of these spots and hide out there until he knew he'd be missed.  Hide out and think.

One of the foremost issues pressing on his mind was the sudden reappearance of Baloo in his thoughts and dreams.  "It means something!" he hissed to himself.  He'd only known the bear for a day, and after the first few weeks away from Cape Suzette he'd barely thought about him.  Suddenly, the pilot was back - imposing himself on the cub's thoughts in force.

Kit had been at Bayview for a month - long enough to be sure he despised it.  The place was surrounded by a high fence and a locked gate (though of course it was 'not a prison') but Kit had extricated himself from better guarded places before.  So why hadn't he left?  He supposed it was because he didn't really know where to go.  He was eating every day, and his clothes were clean.   It was no worse than the orphanage had been... But then he'd hated the orphanage.  Hated the confinement, the loneliness, the smug, cold adults who treated their charges like numbers on a page.  The more kids they had, the more funding they got...

It was during one of these contemplation sessions in the attic that Kit had what amounted to a revelation.  Maybe he wasn't able to look after himself, when it was all said and done.  Maybe he really did need someone to take care of him.  Or maybe he just _wanted_ someone to take care of him.  Maybe that was why he'd stayed at Bayview as long as he had.  Either way, it was an incredibly difficult admission for the cub to make to himself.  

As painful as the admission was, the boy felt strangely liberated by it.  From there it was only a short step to resolving to escape the place, once and for all.  And he knew where he needed to go...

"Cloudkicker!  Dinner!" a voice shouted.  Kit picked himself up and headed downstairs, knowing he'd be missed during the head count.  There was planning to be done, but it felt good to have a plan in the first place.

Escape had been easy for someone of Kit's quick wit and sharp intelligence.  He'd determined almost instantly that the easiest time to slip away was during the weekly trip to town for a movie.  The kids were loaded onto buses every Saturday evening - it was the closest thing to an event in their cloistered lives.  It even made the timing easy for Kit - his thirteenth birthday fell on a Saturday, five weeks and three days after he'd come to Bayview.

Once the cub had decided to make himself scarce he'd dedicated the subsequent movie trip to research.  Forty kids crammed into the theater with only two adults for supervision - it was almost too easy.  Inevitably, several kids had to make trips to the bathroom during the course of the film, and only one of the adults could leave the theater - if more than one child made the trip at the same time, the second was unsupervised.  The remaining supervisor always made a show about forcing the second child to wait until the first had returned, but Kit had been certain that with a bit of histrionics he could win the day.

And he'd been right.  On the following Saturday he'd waited until one adult was left alone in the theater, and informed her that he had to go.  The usual protests were launched, but Kit had begged, pleaded, even threatened, in a way - and the supervisor had relented.  Kit slipped out into the lobby, avoiding the gaze of the adult waiting outside the men's room, and escaped into the street.  It was over.

The boy had about three dollars in his pocket - hoarded allowance money.  Not enough to sustain him for long, but more than enough for what he needed most urgently - a bus ride to the airfield.  He had to be away from Pazooza before any sort of search was organized.  _If_ one was organized - Kit wasn't a wanted criminal, just a runaway.  It depended on how badly Bayview wanted him - and the funds he represented to them - back.  He didn't want to take any chances.  He boarded the bus a few blocks from the theater and slipped a dime into the slot.

The bus rolled through the marshlands south of the city towards the airfield.  Pazooza was an active port, a hub of shipping and tourism.  The airfield was already among the busiest in Usland.  The ride gave the cub a chance to reflect on his future.  He was thirteen now, a teenager.  Old enough, ironically, to realize that perhaps he couldn't make it alone.  He was grasping for a straw and he knew it, but he didn't see much choice.  He couldn't live in an orphanage, he knew that - and he was tired of living alone.  He was going back to the only thing is his short life that brought him hope - to Cape Suzette.

The bus rolled to a stop outside the airfield, acres of cement laid down on top of miles of swamp and marsh.  Kit was in his element here - he was home, in a way.  Airfields, planes, and pilots were his stock and trade.  He set off for the dingier, scruffier side of the airport, where the cargo planes would be loading and unloading.

An employee of one of the shipping companies cast a wary glance in his direction on one or two occasions, but Kit kept moving and didn't hang around long enough in any one place to annoy anyone.  He was searching for a friendly flight, and he wasn't picky about where it was going.  He needed out of Pazooza immediately - he'd get to Cape Suzette eventually.

Evening was just beginning to dim the sky when he found what he was looking for - a shiny Drummond P-27, already nearly full of cargo and festooned with a glorious friendly flight symbol on it's hull.  This was a break - the plane would probably be pulling out soon.  ~A good omen - I must be doing the right thing!~ the cub thought to himself.

Three men were finishing the loading of the big plane, two coyotes wearing the uniform of a shipping company and a white wolf carrying a clipboard and wearing a bomber jacket, obviously the pilot.  "Ho!" Kit called, approaching the man.  "Any chance of a ride?"

The two coyotes looked Kit over distastefully, but the wolf nodded.  "Where to?"  A friendly flight symbol was an offer that couldn't be rescinded.

"Cape Suzette - eventually!" Kit grinned.  "But I'm happy to go wherever you're headed."

The wolf stared at him for a moment and then down at his clipboard.  'That the last if it?" he asked, and one of the coyotes nodded.  He signed the clipboard and handed it to the smaller canine, then gestured to the bearcub.  "C'mon - I can leave now."

"Thanks!" Kit replied, lithely jumping into the cockpit.  He surveyed the scene - it was a beautiful plane, shiny and equipped with all of the latest aviation technology.  "Where we headed?" he asked the wolf who had joined him in the cockpit.

"Sydbourne." the wolf grinned.  "Pretty sure you could find a lift to Suzette from there, if ya want."  The wolf strapped in and stared at the cub.  "What about your folks, Son?  What's the story?"

Kit wasn't surprised by the question - part of the unspoken agreement of friendly flights was that the passenger wouldn't bring any trouble for the pilot.  In Kit's case, that meant the 'parent question' was perfectly valid.  "Don't have any.  I'm an orphan." he said matter of factly.

The wolf engaged the engines and turned the plane down the runway, preparing for takeoff.  "That a fact?  How old are ya?"

"Thirteen today!" Kit said, a little proudly.

"Really?" the wolf asked as the plane lifted off.  "Well, happy birthday, Kid!  Practically a grown-up, huh?"

"Sure."

"Heh heh!  Well, since it's yer birthday and ya don't have a daddy to do it, here."  The wolf reached into his flight bag and pulled out a small flask.  "Happy Birthday!  Have a snoot!  Somebody's gotta sneak ya some booze."

"Thanks!' Kit giggled.  It was good to be back among pilots, where so many of the niceties and restrictions of polite society were irrelevant.  ~Maybe that's why I like pilots so much - they're all like big kids, in a way!~ he mused.  The cub took a solid pull from the flask and coughed.  "It's good!"

"That's enough!" the wolf laughed, grabbing the flask away and stowing it in his bag.  "I'm Clarence, by the way."

"Kit.  Kit Cloudkicker." the boy grinned, shaking the wolf's paw.

"Cloudkicker?  Yeah - I think I heard the gang at Freeburg mention you a couple times, didn't I?"

"Sure - maybe!  I spent some time there.  You don't know Chester or Rudder, do ya?"

"Sure, I know 'em.  Rudder 'n I crossed paths many a time.  They're good folks." Clarence nodded.

"Yeah - they sure are." Kit smiled.  "I miss 'em sometimes."

"Sure is a lousy way ta spend yer birthday, Kit - stuck in a cargo plane with an old pilot like me."

"I can think of worse places.  And you seem to be doing all right - this is quite a plane."

"It's OK." the pilot grinned.  "I been workin' pretty hard the last couple years to pay this baby off.  There's good money out here in this business, Kit - good money if you're willin' to work hard and earn it."

"Yeah - but they won't let me fly til' I'm seventeen!" the boy said ruefully.  "Actually, I'm goin' to see an... old friend, who's in the business.  He told me once he might have a job for me, as his navigator.  I was stupid not to do it then, but if the offer still stands..."

"Well, good luck." Clarence smiled.  "It's pretty tough on a youngster out there, alone.  I was on my own when I was fifteen, Kid - but I joined up and went to Eporue when I was sixteen - lied about my age.  It was hell but ya didn't hafta worry about makin' decisions fer yerself, if ya know what I mean.  That first year, after I left home - I didn't think I could make it.  And I was two years older'n you..."

"I was on my own when I was nine."

"Nine - damn!  That's just _wrong_, Kit.  That oughtn't ta be.  Even if ya can feed yerself, keep yerself alive - to be on yer own, at that age - Man!"

"Yeah." Kit said softly.  "I guess I was too young to know I couldn't do it."

The wolf took a long look over at his companion.  "Tell ya what, Kid - when we get ta Sydbourne I'll buy ya dinner, how's that sound?"

"Naw, you don't hafta-"

"Hell - call it a birthday present!" Clarence chuckled.  "Ain't right ya don't get nothin' on yer birthday.  Maybe I'll ask around, see if I can swing ya a ride to Suzette, too..."

"Really?  That'd be great!"

"No sweat.  Least I can do."

"Thanks!" Kit grinned.  "Think I'll grab a few winks before we hit Sydbourne - I'm a little beat."

"Sure Kid.  Bunk in back."

"Great!" Kit smiled, clapping the wolf on the shoulder and heading back into the hold.  Things were falling into place, finally - maybe he was doing the right thing.  Maybe it was his time.  He climbed into the bunk and fell almost immediately into a peaceful sleep.  Baloo was there to greet him.

Kit blinked wearily and looked around him, momentarily disoriented.  It was the hum of engines, as usual, that told him he was in an airplane.  He yawned and grinned quickly at the grizzled pilot next to him.  "Guess I dozed off, huh?"

"Yep." the mustachioed dog nodded.  "You were out fer a while.  Just as well yer up - we'll be in Cape Suzette in a few minutes."

"Thanks Wiley." the boy said absently.  He stared out the window, spying the cliffs that guarded Cape Suzette fast approaching.  A flood of memories washed over him in that moment.  He'd only spent a day there but that day cast a shadow over his life that was far larger than the slice of time it occupied.  

Wiley Pole guided his old seaplane through the cliffs and Kit saw the majesty of Cape Suzette spreading out before him in the setting sun.  The sight almost overcame him, and he suddenly felt very afraid.  "Anywhere special ya need to be dropped, Kit?"

The boy jerked his attention over to the pilot and smiled awkwardly.  "Uh, no.  Anywhere along the docks is fine."  In truth, he wanted to have to walk to Baloo's place - he needed the time to consider what he was going to say to the pilot.  

"Yer the boss." Wiley chuckled.  He swooped in low and brought the seaplane to a stop alongside one of the public docks that lined the harbor.  "You gonna be allright, Kid?  Clarence said ya didn't have any money or clothes or nuthin'..."

"I'll be fine, thanks!" Kit nodded, not wanting to acknowledge the possibility that he'd be needing such things again anytime soon.  "Thanks for the lift, Wiley.  Take care."  The cub jumped down to the dock.

"You too, Kit." the dog nodded.  He waved and reversed his props, backing the craft out into open harbor, and took off. 

Kit took stock - he remembered the coastline fairly well from his earlier visit, and he knew Baloo's place was to the north, no more than half a mile at most.  He set off at a brisk walk.

"This is it." he muttered to himself.  The boy refused to think about what would happen if Baloo spurned him - it was too painful a prospect.  He'd sunk whatever small amount of hope he still carried with him into this plan and it had to work - it was that simple.

~What should I say?~ the boy thought desperately.  ~I'm sorry, first off.  He seemed like a good-hearted guy.  He'll forgive me...  Say I'm sorry and beg him to take me on as his navigator.  If he hasn't found somebody else...~

With a start, Kit realized that he was almost there.  In the dusk, he could see the old wooden building with the crow's nest only a few dozen yards in front of him.  The Sea Duck was docked out front, just as Kit remembered it.  His heart overflowed with emotion, and he took a deep breath, trying to compose himself.

After a few moments, the cub slowly advanced on the building.  He tentatively knocked on the front door, but there was no answer.  He peeked through the little window, but it was dark inside.  Kit's heart fell - after all of that anticipation, was the grey bear not home?  "Hello?" he called.

"Can I help ya, Man?" a voice called.  Kit spun, startled, to see a smallish lion in a pair of filthy white coveralls advancing on him with a friendly grin.

"Uh... I was looking for Baloo.  Is he here?"

A shadow passed across the lion's face.  "Baloo's gone."

Kit's heart fell.  ~Damn!~  "Well - do you know when he'll be back?"

The lion shook his head patiently.  "You don't understand, Man - he's, like, gone.  He left."

Kit could hardly believe his ears.  He didn't _want_ to believe them.  "W-what do you mean - he's gone?"

"He's just gone, L'il Guy." the lion sighed.  "He lost the business - and his plane.  The bank, like, took it.  He tried to fly fer the new owner but he hated it, Man.  So he took off."

"Oh no!" Kit gasped, feeling a tear on his cheek.  "Do you - do you know where he is?"

"Sorry, Man.  He didn't say...  Just said he ain't comin' back."

"How long has he been gone?"

"Maybe a week, I guess." the lion said sadly.  "What's this about, L'il Guy?  Mebbe I can-"

"No!  No!" Kit hissed, storming past the lion.  "It can't be!  It can't!"

"You OK, Man?" the lion asked, concerned.  "What's the matter?"

"No!" Kit yelled, taking off along the water at a run.  It wasn't possible!  How could it be possible?  How could he come all the back here, and Baloo was gone?  It had felt so right!  It was the only thing that had felt right to Kit since he'd left Cape Suzette in the first place...

The boy ran, blindly, until he was so exhausted that he couldn't move another step.  He collapsed to the ground and sobbed uncontrollably, all hope of salvaging anything better from his existence leaching away in his tears.  He cried until he had no more tears left, but was too weary to stand.  The cub had no idea where he was, and he didn't care.  He would sleep here, die here - it didn't matter.  

"Get up!" the policeman prodded, nudging the sleeping cub with his foot.  "You can't sleep there!  Get up!"

The boy stirred and blinked up at the policeman with puffy eyes.  "This is a public park!  You can't sleep there!  Where d'you live?"  The cub stumbled to his feet and ran off with surprising speed.  "Hey!  Come back here!  Hey!"  The officer considered giving chase, but the boy was too fast, it wasn't worth his while.  "Damn kids!" he muttered, resuming his beat.

"Hi Daddy.  How's business?" Rebecca smiled, stepping into the bear's palatial office and settling down into a chair opposite his desk.  She was motivated, excited, for the first time in weeks.  

"You know this business, Becky.  It never stops.  It could keep me going twenty four hours a day if I let it!" the big man chuckled.

"Sometimes it does, to listen to Mom!"

"Yes, well - you mother is a very... opinionated woman." Gregory frowned.  "Now then - what's up, Darling?  What can I do for you?"

The bearess pulled a thick file out of her briefcase and opened it.  "It's about the Sigorsky acquisition, Dad.  I've been looking over the-"

"How's Molly doing in school?" Gregory asked cheerfully.  "She making lots of friends?"

"She's fine, Daddy.  We were talking about the Sigorsky file?"

"Yes, yes, Sigorsky.  Interesting little caper there.  What about it, Becky?"

Becky - no one else could get away with calling her that!  She was eight years old again as soon she heard it...  "Well - I finished compiling the financial history, and I took the liberty of drawing up some earnings profiles, that sort of thing-"

"Wonderful!  That'll be most helpful."

"Yes.  Well in any case, it's all here.  It's a very interesting company Dad - quite a few odd twists and turns over the last few years.  I feel like I've gotten to know them pretty well.  I'd like to head up the negotiations on this one, Dad."

"Really?  I'm delighted to see you taking such a strong interest Rebecca - I think it's wonderful!  But given your relative lack of experience in these matters-"

"Dad, I've been dabbling in this company since I was six years old!" Rebecca sighed.  "I have a good hold on this one - I think I'm more than ready to tackle it."

"I see." her father said thoughtfully.  "Well, Darling - the thing you have to understand is that I'm responsible to the stockholders and the board, so I can't take a decision like that lightly.  It's my name on the building, you know."

"I know Dad, you say it all the time.  But it's my name too - in case you hadn't noticed."

"Indeed."  He shifted awkwardly in his chair.  "The fact is, Becky - I just don't think you're ready for that level of responsibility yet.  I prefer to handle all of the major negotiations myself, as you know-"

"I know." the bearess said testily.  "Dad, sooner or later you have to let some of the responsibility go - for Mom's sake if nothing else!  Unless this whole promotion of mine was just a paper transaction, a sham-"

"Of course not!" Gregory protested.  "I'll tell you what - why don't we have you come along on the negotiations, kind of as a special observer.  Get the feel of-"

"I wouldn't want to get in the way!" she scowled.  "Never mind Dad - I don't want to force anything down your throat.  It _is_ your company.  It's your name on the building, after all."

"Becky-"

"No Dad - you're right.  That's not my name up there.  The spelling's the same, but that's all."   She handed him the file.  "Good luck on this one, I think you'll find all the information you need here.  See you later."  The bearess left the office, leaving Gregory Cunningham alone, drumming his fingers on the desk thoughtfully.

~This is what being dead feels like.~ Kit thought to himself, rooting through the large dumpster in back of Levinson's Diner.  His three weeks in Cape Suzette had passed as a kind of hazy fog, the cub dimly aware that he scrounged for food when his stomach growled, and drank when he was thirsty.  He had no specific recollections of where he'd slept, or what he'd eaten.  It was if all of those functions were automatic, and the rest of his brain had been switched off.

The only way that Kit was certain he wasn't dead, as a matter of fact, was the dull ache he still felt in his gut.  Dead people didn't feel pain - he was pretty certain of that.  He knew, vaguely, that being in Cape Suzette was painful in itself, too full of crushed hopes, but he simply didn't have the inclination to go anywhere else.  He was too tired.

Tne cub found a half eaten donut and scarfed it down, relishing the sweet taste and the feeling of his stomach clamping down on the morsel.  He stumbled away from the dumpster, hugging his arms about him to fight off the cold.  It wasn't all that chilly in Cape Suzette in early summer, even at night - but Kit knew that he had almost no fat on him to insulate his bones.  His arms were beginning to stick out the sleeves of his sweater, but the woolen garment hung loosely over his bony shoulders and chest.

He found a vacant doorway and settled down there, watching the stars in the night sky.  He remembered all of the constellations, all of the names.  Chester and Rudder had taught him how to pilot his way in the dark, if he had to.  He could find his way anywhere, even without a compass - they'd told him he was a natural.  ~Only one problem...~ he mused bitterly.  ~You can't find your way home if there's no home to find.~

Kit heard someone next to him and turned, surprised.  The destitute didn't socialize much in big cities, and Kit kept to himself almost religiously.  A girl, a snow leopard of perhaps sixteen, sat next to him, puffing on a small wooden pipe that spouted a strange, sweet-smelling smoke.  She grinned at him, showing uneven brown teeth.

Kit smiled crookedly, his face almost forgetting how to form the expression.  The girl had a grace and elan to her, despite her filthy appearance and tattered clothing.  She was thin, almost painfully so, accenting her already fine facial features.  Kit hadn't been this close to another person in weeks, and couldn't tear his eyes away.  "Didn't your mother tell you it's rude to stare?" the girl snickered.

"Sorry." Kit croaked hoarsely, and realized he hadn't spoken in - how long?  He wasn't sure.  "Got no mother."

"Sorry." the girl sighed, taking a long draw on her pipe.  She smiled broadly.

"What is that?" Kit asked.

"Something to help you feel good, that's all." she whispered.  "From a pretty, pretty, poppy flower..."

"Oh." Kit said absently, strangely absorbed by this thin girl.

"Here." she smiled, handing him the pipe.

"Uh - no thanks." Kit mumbled, suddenly afraid.  "I don't - that is..."

"Go ahead!" she laughed.  "You look terrible, Kid.  It'll make you feel good, I promise."  Kit tentatively brought the pipe to his lips and breathed in.  The sweet smoke filled his lungs and he coughed violently.  The girl laughed.  "You've never had it before?"

"N-no." Kit coughed.  He felt strange, light-headed.  "What is it?

"It comes from the far east - from Cathay." she smiled, taking another draw on the pipe.  "It's good stuff, I'll tell you.  Almost makes it bearable out here.  Want another?"

"Sure." he nodded, taking the pipe.  The ache in his soul was beginning to recede.  He took another long draw, coughing again but less violently as the smoke invaded him.  "Wow!"

The girl laughed again.  "You said it!  I'm Lisa - what's your name?"

"Kit." the boy said, then laughed.  That name sounded funny to him all of a sudden!  "Hi Lisa!"  His spirit felt lighter than it had for weeks.  He wasn't even sure why he'd been so down, there wasn't anything so bad that he couldn't handle it.  Plus, he had a new friend.  "You're pretty." he blurted out.

"Thanks, yer pretty cute too!" she giggled.  "How long you been out here, Kit?"

"A while." the boy sighed.  "I'm gonna be a pilot someday, real soon!  I know all about airplanes... You like airplanes?"

"Sure, I like 'em.  Here - have another." she smiled, handing him the pipe.  

Kit took another long draw, savoring the warmth of the smoke in his lungs.  "Airplanes.  I'm the navigator - that's what I do!" he grinned.  "I'm pretty tired... I think I'm gonna go to bed.  Thanks for the - for the pipe, Lisa..."

"You're welcome!" the snow leopard laughed.  "It does that your first time, knocks you out...  Sleep well, Kit."  The cub curled up in a ball next to her and was asleep almost immediately, a small grin on his face.  The girl chuckled and took another small draw on her pipe.

Kit woke up the following morning with a splitting headache and a sour taste in his mouth, still curled up in the doorway.  The previous night was a little foggy in his brain, but he remembered the snow-white, razor-thin leopard, and how good it had felt to speak with another person.  He also remembered feeling free of his burdens, for at least a little while.

He spent the day begging scraps of food and coins on the streets downtown, near Khan Tower, but he found that he didn't have much of an appetite.  When the police had chased him off in the late afternoon he hadn't really minded.  As evening fell he found himself wandering back to his sleeping place of the night before, and he started looking for the young girl who'd filled his thoughts increasingly as the sky darkened.

There was no sign of her, so the cub walked the surrounding streets for a while, carefully avoiding any contact with the rougher-looking souls who patrolled the night.  He was hungry, but lacked the energy to do anything more than poke through garbage cans.  Pockets empty, he resolved to collect empty bottles the next day so he'd be able to redeem them and buy breakfast somewhere.

Finally, dejected, he walked back to the doorway where he'd slept the night before and sat down with a sigh.  He tried to sleep, but he wasn't tired and found himself lying awake, staring at the sky.  The moon was high overhead when she appeared, accompanied by two boys of about the same age.  "Well, hello there!" she winked at him, staggering a little.

"Hi Lisa!" he grinned, bolting upright.

"Who's this kid?" one of the youths with her asked scornfully.

"Just a friend - right Kit?" she smiled, sitting next to the cub.  One of the youths passed a pipe to her - to Kit's eyes, it looked like the same one as the previous night - and she took a long draw.  Kit watched her, rapt, and she coughed a little and laughed.  "Would you like some, Kit?"

"Sure!" the boy nodded.

She handed him the pipe, then grabbed his arm as he started to raise it to his mouth.  "This is the last free one, Kit!  This stuff costs money, you know.  After this you'll have to buy some if you want it."

"OK!" he nodded, and raised a trembling hand to his mouth.  He inhaled deeply and coughed.  The effect was almost instantaneous - he began to feel light, and the gnawing in his stomach eased.  "Uh - where do I get it?" he asked sheepishly.

Lisa laughed.  "I can get it for you, Sugar.  Do you have any money?"

"No." he said softly.

"Well, that's all right - I'm sure you can get some!" she smiled, patting his paw.  ""Twenty dollars will buy you enough for a week, Kit.  I can even get you a pipe, if you want."

"Twenty?" Kit hissed.  That sounded reasonable.  "I'll get it - don't worry..."

"Sure you will!" she chuckled.  "Here - one more for the road."  She handed him the pipe and he took another draw.  She stood and turned to go.  "See you later."

"Wait!" he whispered, suddenly wanting to be with her more than anything.  "Where are you going?"

She stared down at him.  "The old pumping station on 27th.  No one's used it in years, we lay out there sometimes."  She grinned at him.  "You wanna come with?"

"Sure!" He giggled.  It sounded like great fun.

"Lisa!" one of the youths scowled.

"Aw, take it easy Degan.  He's just a little kid, that's all - harmless.  Right Kit?  But remember - no more poppy unless you get some money - right, Little Man?"

"Right!" he grinned, getting unsteadily to his feet.  He felt wonderful, the best he'd felt since he could remember.  His burdens were miles away, and he was light as a feather.  The past and the future were irrelevant, really - only the present mattered.  And the present was terrific.  He grabbed Lisa's paw and followed her as the two youths with her snickered.

Twenty dollars seemed like a lot more by the light of day than it had seemed to Kit the night before.  He wasn't sure how he would, but he was sure he had to get it.  He'd finally found something to look forward to and he wasn't giving it up.  It was a problem, just like any other.  He settled down on a park bench to debate his options.

After a little consideration it was obvious to the boy that the only way he could come up with twenty dollars was to steal something.  This gave him pause - stealing something of real value felt different to him than stealing a loaf of bread or a bottle of milk.  Wouldn't that make him just another thief - a street pirate, no better than Don Karnage?  Besides, the cub knew from bitter experience that such thefts often had unintended consequences.

Thinking of the pirate captain filled the cub with rage.  He'd tried to play the game by the rules, and where had it gotten him?  Nobody cared about him as it was, so what difference did it make if he was a thief?  It's not as though there was anyone around to be dissapointed.  His cause was lost already.  He wasn't going to be any more alone than he already was.  So he may as well try to make life as tolerable as he could.

A street pirate... That's what he was.  He felt shame, there was no use denying it.  Even if there was no one to be dissapointed in him, there was still himself.  Kit squeezed his eyes shut, trying to hold down the tears that threatened to escape.  He was so lonely, so hungry.  The last two nights had been bliss - sweet relief.  The cub couldn't handle his problems anymore - he just wasn't strong enough.  He'd finally felt like he could cope.  It was so wonderful to have the crushing weight off his shoulders for a while...

In that instant he knew what he had to do.  No matter how, he had to taste that freedom, that relief again.  If he didn't he'd die, he was sure of it.  The boy rose from the bench and set off for the downtown shopping district.

Kit had crossed a threshold, and he knew it.  He would never be the same person again.  He switched off a part of himself, pushed it down deep and far away from the light.  The rest of him focused with cold calculation on the facts - how could he raise twenty dollars?  He didn't think he had the experience to pick a pocket, although on some level he always fancied he'd be rather good at it.  No, much better to steal something, then sell it.  There were pawnshops around, they'd buy almost anything...  But what to steal?

His time with Karnage didn't help him much - the pirate's methods were normally based on the use of force, and Kit was hardly in a position to force anyone to do anything.  He considered jewelry, but ruled it out - the stores kept it in locked cases.  Radios were too big.  Finally he decided to head to Flampert's department store and hope an idea sprang to mind.

The place was busy, swarming with people.  Too many people.  He didn't see many security guards though.  What to steal that would fit under his clothes - and still fetch him twenty dollars at a pawnshop?

Even addled by hunger and desperation, Kit's mind was still sharp, and he quickly hatched a plan.  ~Under my clothes - that's the key!~ he mused.  He headed for the clothing department, where a mass of people was swarming in and out of the dressing rooms - just as he'd hoped.  He walked to the boys' department and selected an elegant cashmere sweater with a fifty-nine dollar price tag.

Waiting until he saw no store employees, he slipped into one of the dressing rooms.  He bit the tags off the sweater and stowed them under the bench, then took off his own sweater and slipped the cashmere sweater on.  He was startled at his reflection in the mirror - his cheekbones and eye sockets were plainly visible, and the thin sweater hung loosely on his frame.

That very gauntness was to his advantage, however - his green sweater easily fit over the cashmere one on his wiry frame.  The rest was easy - he strolled out of the dressing room and straight to the exit of the store without incident.  The deed was done, and he felt remorse only for the merest instant - afterwards all he felt was the glowing anticipation of meeting Lisa later, and feeling good again.

It was nearly dark when Lisa finally showed up at the old pumping station where they'd slept the night before.  Kit was beginning to worry - he'd been sitting on the steps for nearly two hours, breathless with anticipation.  He'd pawned the cashmere sweater for twenty -two dollars, and absently purchased and eaten a hot dog and a soda.  

"Hey!  Waiting for me?" the snow leopard smiled.

"Uh, yeah!" Kit stood, hands shaking a little.  "Um - I got it!  The money.  Do you have-"

"Shut up, Kit!" the girl chuckled ruefully, pushing past him.  "Come on inside - not out here on the street!"

"Sorry!" he said hastily, following her inside the musty little building.  "Do you have it?"

"No - but Jordan does, and he'll be here before too long.  Siddown and relax, Kid.  He'll show up."

"OK." he sighed, sitting cross-legged next to her.

"So you really want the stuff pretty bad, huh?" she asked him a little sadly.

"I guess...  It just kinda makes me - feel better.  I usually feel pretty bad."

"I bet." she sighed.  "Listen, Kit - I'll show ya how to use the pipe an' everything.  Don't like, use it all at once, OK?  You can fry your brain pretty bad if you do.  Just make it last a while, OK?"

"Sure." he smiled weakly.  "Thanks for - you know."

"Don't thank me, Kid.  Jordan'll thank me later."

"Huh?" he frowned, confused.

"Never mind.  How old are you, Kit?"

"I'm thirteen.  Thirteen and a month, almost."

"Your parents know where you are?"

"I don't have any."

"That a fact." the leopard sighed.  "That's too bad, Kid."

"I guess." Kit sighed.  "Are you sure he'll show up?"

"Don't worry!" she laughed bitterly.  "Jordan always shows up..."

Kit blinked, then closed his eyes sharply as they burned from the light.  He slowly looked around him, gradually placing himself in the old pumping station.  He had a headache, but he was used to waking up with headaches.  The air was musty and damp.  The cub had no idea of the time, except that it was daylight - sunlight streamed in through the broken windows high on the walls.

He painfully sat up, shivering.  A couple of forms were huddled under a blanket in one corner.  The boy idly noted that he was hungry.  He thought back, and was unable to determine when he'd eaten last.  He reached into his pocket and pulled out his pipe, then reached back for the small foil bag that he'd guarded with his life.

With a shock, he realized that the bag was empty.  "Impossible!" he hissed.  It hadn't been a week - had it?  It couldn't have been!  With a start, Kit realized that it could - he had no specific recollection of the passage of days.  It could have been four, five, or eight, for all he knew.  They had all run together in his mind.

The boy's hands began shaking desperately.  ~Calm down!~ he admonished himself.  ~You just gotta steal something else, that's all...  Get some more money, no big deal...~  He staggered through the door and down the steps and into the street, shielding his eyes.  It was late in the day, close to mid-afternoon and warm outside, though the cub shivered a little.

His legs felt weak under him as he walked the several blocks to Flampert's.  It was busy again, packed with adults and children on break from school.  A few faces turned and stared at the drawn, disheveled child as he walked through the store to the boys' department, but he didn't notice.

The cub selected another cashmere sweater - seemingly the only thing in boys' that cost enough to suit his purposes - and stepped into the dressing room.  The face that stared back at Kit from the mirror was even more thin and haggard than the last one had been.  Turning away with a shudder, he slipped the sweaters on and departed, heading for the door.

As soon as the cub was out in the street, two strong arms grabbed him and held him from behind.  He struggled weakly as he was led back into the store.  Kit tried to protest, to shout, but he was unable to muster anything more than a growl of anger and frustration.

"Shut up in there!" a uniformed officer shouted at the holding cell where the small cub lay in a heap against a wall.  

"What's goin' on?" another officer asked, his attention drawn by the commotion.

"Aw, that kid's makin' a helluva racket!  Screamin', wailin'..."

"Man, the kid's strung out!" the other officer laughed.  "They confiscated an opium pipe from him!"

"Yer kidding!  Unbelievable!" 

"Yeah, good thing we put 'im in there by himself.  Gonna be a long night..."

Kit's head felt as if it were going to explode from the pounding he felt inside.  His guts were on fire, and he trembled uncontrollably.  "Help me!" he shouted hoarsely, over and over.  Couldn't these people see he was dying?

"Shut up!" a voice called from somewhere in his consciousness.  Couldn't they see he was dying?  That didn't sound bad to him, in fact - if only he would hurry up and die, get it over with.  It would be preferable to the agony he felt in every fiber of his body.

He'd been lying there a long time - the cub wasn't sure how long - when a panther in a dark suit was allowed into the cell and sat next to him.  "Hello, Kit.  I'm Mr. Potter.  Kit - can you hear me?"

Kit could hear him, but didn't feel as though he could move at the moment.  "Help me!" he said hoarsely.

The panther shook his head and frowned.  "Kit - try to listen to me, and try to understand me.  This is very important, all right?"  The cub didn't respond, but simply lay there, shivering.  "Kit, I'm a lawyer, with the child welfare board.  I'm representing you.  You're in some trouble, do you understand?"

"T-trouble." the boy hissed through chattering teeth.

"I think you can understand me." the man sighed.  "God - you're so bloody thin!  Kit, I can only assume that you're going through a withdrawal right now.  They aren't going to give you anything in here, or where you're going.  If you've been smoking opium, you're going to have a very bad couple of days, but it will pass.  Do you understand?"

"I think I'm dying." the cub sobbed.

"No you're not." Potter said softly.  He hated his job on nights like this.  'Don't get emotionally involved' - the mantra had been pounded into his head so many times, mostly by himself, that he wasn't sure what he felt anymore.  "Kit, you've been charged with something called second degree petty larceny.  I'm going to plead guilty on your behalf - you wouldn't stand a chance of winning a trial, and given the fact that you have only one minor offense on your record I think I can get you a fairly lenient sentence.  Do you understand?"

"Und-derst-stand." Kit stammered through a fog of pain.

The panther patted his shoulder.  "Kit, we'll be seeing the judge tomorrow morning.  Given the circumstances I think I can get you probation and time served - that means you wouldn't have to spend any more time in juvenile hall.  I've seen your records - an orphan since you were less than three years old.  Kit, I wish - I wish I could get you adopted tomorrow, I really do - but I'm going to do my best to see that you aren't sent to another orphanage.  I'm going to try and get you placed in a foster home.  That's not perfect, it's a crapshoot.  But it's the best I can do for you." the panther said bitterly.

Kit grabbed the man's arm and stared up at his face.  "Help me!" he begged.  "All I need is a little, and I'll be fine, I promise!  That's all - just a little - please!"

The panther stared back resolutely.  "You're going to have a difficult couple of days, Son - but then it'll get better.  I promise.  Be strong.  If I can get you probation I'll have you hospitalized for a day or two, just to get you through the worst of it.  I'm going to do my best to get you placed in a foster home, at least for a while.  That's all I can do - I'm sorry."  He removed Kit's paw from his arm and stood.

"Don't go!" Kit pleaded.  "Help me - please!"

"I'll see you in court in the morning.  Try to be strong." Potter said grimly.  He banged on the door of the holding cell.  "Guard - I'm finished.  And can we please get this boy some extra blankets, would that be too much trouble?"

"How do you feel?" Potter asked Kit as they rode through downtown Cape Suzette in the attorney's black sedan.

Kit still wasn't quite sure what to make of the soft-spoken panther - he'd seen far too many seemingly concerned adults disappear when times got tough for him.  "I'm OK.  The first night was the worst.  They gave me something at the hospital that helped a little."

"That's good." the panther nodded.  "How'd you get started with it, Kit?"

The boy sighed.  "I wasn't doing it for that long...  I just got tired of - everything.  It made me feel better.  That's all."

"I wish I could tell you I understand, Kit - but I don't, not really.  I'd say you got a pretty good taste of what can happen, though."

"Is this a lecture?"

"No, no lecture." Potter chuckled.  "Once you step out of the car today you're on your own, Kit.  I can't tell you what to do and what not to do.  But I'll tell you this - not matter how bad you think things are, they could be a lot worse.  You could be in juvenile for three months for what you did."

"I know." Kit said softly.  In truth, he did suspect that he'd be in worse shape if the panther hadn't been handling his case.  "Thanks."

"Don't mention it." the attorney sighed.  "You understand that this is not an adoption, don't you?  These are foster parents - it's considered a temporary arrangement."

"Sure, I get it."

'That's good.  I'm sorry you've had to suffer through what you have, Son.  I've been in this field for twenty years and I've seen the inside of more orphanages than I'd care to count.  I know what they can be like.  You've put in your time, and I hope you never have to go back."

"You and me both." the cub added bitterly.

The lawyer glanced over at Kit.  "I think you're a pretty smart young man, Kit.  I think you must be to have survived on your own for as long as you have, at your age.  I'm going to be honest with you - foster homes can be wonderful places.  But they're not like real families.  There are too many kids like you, with nowhere to go - we take what we can get.  I thought you deserved a shot at something better than another orphanage, another group home.  Maybe you'll get it, maybe you won't.  But this is the best I can do for you.  Give it a chance, Kit - try to make it work.  I don't know how many more chances you'll get."

Kit stared silently out the window.  There had been so many speeches, so many sincere promises...  They all blended together.  "I think you're smart, Kit.  I hope you're smart enough to give this a chance." the panther sighed.

"I'll try." Kit said stiffly.  "But I want you to understand, I've heard it all before-"

"I know." Potter interrupted.  "Here we are."  The car pulled up outside a modest two-story house on a quiet street.  "Let's go on in."

Kit followed the attorney up the walk and waited as Potter rang the bell, shifting nervously from foot to foot.  A smallish cream-colored bear who looked to be in her mid-40s opened it.  "Hello, Mr. Potter!  Come on in!" she said, grinning at Kit.  She stepped aside and panther and bearcub walked into the house.  "George is out back, I'll get him."

"Thanks, Mrs. Bailey." Potter nodded.  Kit surveyed the scene - they stood in a small living room, neat but Spartan, couch and easy chair facing a table with a large radio.  A dining table and chairs sat in a small alcove to their left.

After a moment Mrs. Bailey returned, followed by a large brown bear in a white sweater.  The two looked odd together to Kit - he was tall and burly, she was short and thin.  "Hello, Potter." the man grinned.  "This must be Kit Cloudkicker, eh?"

"Yes sir." the lawyer nodded.  "Kit, this is Mr. and Mrs. Bailey."

"Call us George and Mary please, Kit." the big bear smiled, extending his hand.

"Pleased to meet you George, Mary." Kit said politely, cap in hand.

"My God!  You're so thin!" Mary gasped.  "You poor boy - are you hungry?"

"I'm fine." Kit smiled.  "Maybe later."

"Well Kit, I'll take my leave of you." Potter sighed, shaking the cub's hand.  "Good luck, Son.  Please - give this a chance, all right?"

"I will." Kit smiled grimly.  "Thanks for everything."

"You're welcome." Potter nodded.  "Mr. and Mrs. Bailey, you have my number if you need to contact me for any reason.  Good luck to all of you."  The panther nodded to the Baileys, clapped Kit on the shoulder and was gone.

"Well Kit - would you like to see your room?" Mary asked jovially.

"My - room?" Kit asked, a little surprised.  His own room?  That would be a first.  "Sure - thank you."

"Well - follow me, then!" she grinned, leading him up the stairs.  "You're our first foster child, you know.  You don't have any belongings, then?  No clothes or anything?"

"Er - no Mrs. Bailey." he said sheepishly.  

"Well - we'll just have to buy you some things then!" she said determinedly.  "How do you like your room?"

"It's just fine." he smiled.  It was small, but looked cozy enough - twin bed in the corner, small desk, chest of drawers, even a window.  It was certainly more than he was used to.

"Good." she nodded.  "My God - I just can't believe how thin you are!  Mr. Potter said you'd been living out - out on the street, is that true?"

"Um.... Yes Ma'am." 

"Mary, please.  Out on the street, that's just terrible.  Well, we'll get some meat on you, Child!  I'm going to go and start dinner as a matter of fact.  Would you like to rest in here for a while?"

"Sure.  Thanks Mrs. Bailey.  Mary!  Thanks."  She patted his paw and left him alone in the little bedroom.  He sat back on the bed and closed his eyes.  He was tired - he felt like his body had run a marathon, and when he allowed it to his mind still longed for the sweet relief of his pipe, though he was no longer racked by the unbearable cravings.

It all seemed nice enough...  Even Potter seemed like he honestly wanted to help.  If nothing else, Kit could rest, sleep.  He was so tired.  The future still frightened him, terrified him.  But maybe he wouldn't have to face it down for a little while.  He closed his eyes, and within a few moments he was asleep.

Mary woke him for dinner an hour later, and the three of them sat at the small dining table eating roast chicken, vegetables and mashed potatoes.  Kit was hungry for the first time in days, his body finally willing to allow his craving for food to assert itself.  He ate ravenously if a little sheepishly under the approving eyes of the Baileys.

"So Kit - are you interested in sports at all?" George asked him as he bit into a chicken leg.

"I like baseball, Sir.  And football too, I guess.  I never thought much about them, really."

"Maybe you can try out for the football team when school starts next month, eh?" George mused.  "Course, you'll have to take some sort of placement test I suppose."

"I guess." Kit sighed.  ~School - I haven't been to a real school in so long...~  "I hope they don't set me too far back."

"You're smart, obviously - I'm sure they'll be reasonable." the big bear said confidently.  "You didn't sound too enthusiastic about the sports, Son - what are you passionate about?"

"Airplanes!" the boy said unhesitatingly.  "I'm gonna be a pilot someday."  Pilot - it seemed like a far-fetched dream to Kit now.

"Pilot, eh?  Sounds like a plan.  There's a restaurant in town - the Runway Cafe, right at the airfield.  Full of aviation memorabilia.  I can take you there sometime if you'd like."

"Sure." Kit smiled.  "Sounds like fun."

"Don't say much, do you Kit?" the big bear grinned.

"Now George - give the boy some time!" his wife admonished.  "He barely knows us - how comfortable would you feel?"

"It's OK!" Kit interrupted.  "I guess I'm just kinda tired."

"I understand." Mary smiled.  "I'll take you out and get you some clothes tomorrow Kit, if you want."

"Sure - thanks." Kit grinned.  "I'd like that.  So what do you do, Mr. Bailey?"

"I work at the Khan oil refinery, Kit.  And it's George.  I work on the safety inspection team."

"Wow - that sounds pretty tough." Kit replied.  He felt strange, having this conversation - like it wasn't really him there with these people.

"It's honest work." the bear sighed.  "Mary, what say we leave the dishes and go out for some ice cream?  Kit?"

"Ice cream?" Kit smiled, unable to keep the interest out of his voice.  "Sounds good to me!"

"Heh heh!  I think we've found his weak spot!" George winked at his wife.

The graceful black horse cantered through the paddock gate and into the large field that sat behind the Cunningham house, the small yellow cub in the saddle waving to the two women who watched her, leaning on the fence.

"She's gotten quite good, hasn't she?" Kayla smiled, waving at the little girl.

"She's doing fine." Rebecca nodded.  "She has a way with animals.  She always has..."

"She seems... I don't know, downhearted somehow." Kayla frowned.  "Has she been feeling all right, Rebecca?"

"She's picking it up from me, I suppose." her daughter sighed.  "She's very sensitive - nothing gets past her."

"Really?  What's wrong, Dear?  You do seem a bit sluggish yourself lately, but I didn't want to say anything..."

"I really don't know, Mom.  I'm such a lucky person, you know?  I have a high-paying job, a wonderful daughter.  I have a perfectly nice house to live in.  I see the things happening in the world now - what right do I have to complain?"

"Is your father getting on your nerves?  I know I'd have a hard time being around him all day!"

Rebecca laughed at that.  "Daddy is Daddy, Mom.  He's never changed since I can remember.  It's not his fault..."

"What isn't, Rebecca?  Talk to me!  You know I'll listen."

"I know Mom.  It's just - hard to put into words, somehow.  There's just something, I don't know - missing.  I should be so grateful for what I've got, but most mornings I don't even feel like getting out of bed."

"Oh dear..." her mother sighed.  "I suppose I was always worried about this..."

"What's that Mom?"

Kayla chuckled bitterly.  "I know you pretty well, Rebecca - I've been your mother for a long time.  You and your father - you're so alike, but you're so different, too.  It only makes sense that you'd want different things, doesn't it?"

"Mom?"

"Your father is a very strong man, Dear.  He controls people and events by sheer force if will.  I love him - I don't always know why, but I do...  We fit, somehow.  But some people just don't want to be controlled."

"Mom - I love Daddy!  You know I do!" Rebecca protested.

"I know you do, of course." the older woman nodded.  "You father's had a dream for you, since you were a little girl.  I thought it was your dream too, for a long time.  I tried to convince myself of it even for these last few months - but it isn't, is it?"

"I don't know." Rebecca whispered.

~I wish she'd left that first time, months ago.~ Kayla thought bitterly.  ~The longer she stays, the more all of us will get hurt...~  Molly guided the black horse slowly over to her mother and grandmother, who smiled a greeting.

Kit had almost enjoyed his first few weeks at the Bailey house.  Mary was quiet and unassuming, but she seemed to sense what Kit was feeling all of the time, and respected his privacy when he wanted to be alone, which was fairly often.  She appeared to take it as her personal task to make up for his months of undernourishment, and fed him three full meals a day.  He'd never been exposed to home cooked food for any stretch of time before, and his bony frame soon began to fill out.

George was more outspoken than his wife, even blunt at times, but Kit thought that the big man genuinely liked him, even if he seemed puzzled by the cub's quiet demeanor at times.  He'd made a special effort to include Kit in as many of his leisure activities as possible, even tailoring them to Kit's interests.  It was all a little strange to the cub, unused to any degree of personal attention from the adults in his life.

The advent of school had brought a fair amount of worry for Kit - most of all the worry about having to share a class with kids much younger than he was.  However, he'd taken a barrage of placement tests and scored well enough to be placed in the seventh grade, much to his relief.  School was as big an adjustment as the Baileys were, and his attention wandered often in the first days.  Still, he supposed he could get used to it in time.

He arrived home from school on Monday of the second week of classes to find Mary whistling as she puttered about in the kitchen.  Kit was feeling good - he'd just gotten his first test back that day, and he'd scored an 'A'.  Impulsively, he kissed her on the cheek as he walked into the kitchen.  "Hi Mary!" he grinned.

"Well, hello!" she giggled.  "How was school today?"

"Great!  I got an 'A' on my math test." he smiled.  "I thought I'd have a real hard time adjusting, but it's not so bad."

"Well, as smart as you are I shouldn't think you'd have any problems!" she said proudly.

George trailed in a few moments after Kit.  "Evening all.  How was your day?" he asked the pair in the kitchen.

"Wonderful!  Kit got an 'A' on his test!" Mary giggled.

"Great!" George beamed.

"No big deal..." Kit blushed.  In truth, he was surprised by how good he'd felt about it.

"Kit - you know we've never made it to that restaurant, the Runway." George said thoughtfully.  "Why don't we go tonight - just you and me?  It'll be fun.  What say?"

"Sure!" Kit beamed.  "Mary, you don't mind?"

"No, I don't care about all that airplane mumbo jumbo." she scoffed.  "You boys go - have your night out!  You deserve it, Kit."

The Runway was everything Kit had imagined - he'd never seen a better collection of memerobilia from the Great War, and every barnstormer Kit had ever heard of seemed to have an autographed picture on the walls.  If that weren't enough, the planes approaching the airfield looked as though they were going to land in the dining room.  It was quite an experience, and the cub was enjoying it immensely.

"Having fun?" George asked, starting in on his dessert.

"You bet!" Kit grinned, spooning hot fudge over his sundae.  "This place is great!  Thanks for taking me here.  I can't remember having more fun!"

"They have a terrific collection of relics from the Great War here."

"You bet!  I've alaways been real interested in the Great War, the flyin' aces and all.  'Specially with what's going on in Eporue now."

"Jeez - yer such a bright kid!" George smiled.  "Relics from the Great War - that's what I think I am, sometimes.  I was over there for eighteen months, still a cub practically.  I was in the infantry - we didn't see much of the flying aces in the trenches."

"Man - I bet that was horrible..." Kit whispered.

"It was no picnic, Kit.  But that was all a long time ago...  Here, I got a little something for you!" the big bear said slyly, reaching under his jacket.  "Ta da!"

"Wow!  A Stropwith Dromedary!" Kit gasped, holding up the metal model, which was exquisite in it's detail.  "When did you get this?"

"They sell 'em up front!" George laughed.  "I just thought you'd like it.  Anyway, you deserve it."

"Why?" Kit asked, a little taken aback.

"No special reason.  You're a good kid, that's all.  Kids should get stuff sometimes."

"Well, thanks!" Kit smiled.

Yer welcome!" the big bear grinned, reaching across the table and cuffing Kit's neck playfully.  "So you really like flying, huh?  Airplanes and all?"

"You bet!" Kit gushed, feeling less inhibited around this man than he'd felt around anyone in months.  "I'm gonna be a pilot someday.  I already know every page of the standard flight manual, and I can read maps, and navigate by the stars even!  But I can't get my licence til' I'm seventeen."

"Well, that'd make me real proud." George grinned.  "I bet you're gonna do it, too.  You're a real fine kid."

"I don't know about that." Kit sighed.  He was getting uncomfortable now.

"If you say so.  I sure like having you around, that's all I know.  Who knows, maybe we can make it permanent!"

"Really?"

"Really!" George grinned.  "C'mon - finish your ice cream and let's go home."

Kit came down to breakfast a week later to find George pouring cereal into a bowl in the kitchen.  That was a break from normal routine - Mary usually cooked eggs or pancakes for them in the morning.  "Morning.  Where's Mary?"

"She's not feeling well today." the big bear said, a little stiffly.  "Decided to stay in bed.  Here's some cereal."  He handed the boy a bowl and a bottle of milk.

"Is she OK?  She seemed fine yesterday!" the cub asked, concerned.

"I told you she wasn't feeling well, Kit.  She's fine, just a cold or something.  Now eat your cereal and get along.  You'll be late."

"Sure.  Sorry." Kit frowned.  Something didn't feel right - he hoped Mary was OK.  George seemed in no mood to talk, so he finished his cereal in silence and ran outside to meet the bus.

"Thanks for inviting me to the club meeting Ernie - it was great!" Kit grinned at his friend, a diminutive hyena.

"No problem!  The Jungle Aces are always lookin' for new members.  You'd be surprised how many kids have never had an adventure." the boy replied.

"I guess." Kit sighed.

"Boy, _you_ sure have - it's amazing!" Ernie gushed.  "All those pilots you flew with, the pirate attack-"

"Adventures are overrated, Ernie." Kit smiled grimly.  "I mean, I like to have 'em - but other stuff is just as important.  Maybe more..."

"Whatever.  Anyways, it's good to have ya in the club."

"Thanks!  Sorry I had to cut it short, but my foster parents want me home from school by four, and I'll need to walk.  See ya later!"

"Yeah - see ya later!" Ernie grinned, slapping Kit on the back and running off.  Kit smiled - there was certainly a time when he'd have been angry about having to stop doing something fun so he could meet an adult's deadline.  Now, all he could think about was that it was nice that somebody cared when he got home...

Got home.  That sounded funny...  It was hard not to think of the Baileys' house as his home now, for all the warning bells that flashed in his mind.  Mary was as kind as anyone he could remember, and George really seemed - proud - of him.  At last, someone really wanted him around.  If these people were his chance at happiness he'd be stupid not to grab it, wouldn't he?

Even school wasn't so bad.  Ernie was nice, and he liked a couple of his teachers.  History was becoming a favorite subject - the events in Eporue were fascinating.  Mostly, it was the routine that he loved - and most of all, he loved that he actually looked forward to going home at the end of the day.

It was a long walk to the Bailey's house, and it was about four-fifteen by the time Kit reached the door.  He stepped inside and looked around.  Mary was nowhere to be seen, and he found George sitting in the living room, back to Kit and a glass in his hand.  "Hi George!" he said affectionately.  "Is Mary still sick?"

"Upstairs in her room." the man replied curtly.  His voice sounded strange to Kit, garbled.

"Uh - how was work?" the cub said, suddenly uncomfortable.

George stood and turned to face the boy, an odd expression on his face.  "I didn't go to work today, Kit.  Is it question time, then?"

Kit took a step back, fumbling awkwardly.  "I'm sorry, I didn't mean-"

"Sorry, huh?" George hissed, taking a shambling step after him.  "Do you happen to know what time it is?"

"Uh - I guess it's four-fifteen?" Kit whispered.

"Yer Damn right it is!  You're supposed to be home at four o'clock, Boy!  And here's poor Mary up there worried sick!"

"I'm s-sorry!" Kit stammered.  "I missed the bus, I had to walk-"

"Don't you make excuses!" the bear snarled, and in a flash his hand whipped out and slapped the boy across the cheek with a resounding snap.  Kit stumbled back against the wall, stunned.  George stared at him for a moment, looking confused.  "Get out of my sight!" he snarled, collapsing back into his chair.

Kit felt his cheek, which was hot and stung smartly.  He wiped away tears and ran up the stairs, his mind a whirl.  He went into his room and sat on the bed, panting heavily.  After a moment the cub darted over to the Baileys bedroom and rapped on the door gently.  "Mary?" he called, trying to keep his voice from breaking.

"Go away!" she called softly.  "I'm not feeling too well right now, Kit.  Go away."

"Mary, I need to talk!" he sniffed, trying the door only to find it locked.  "Mary, please!"

"Go away now!" she called, a little more urgently.

The boy fled into his own room and collapsed face down on the bed, trying urgently to calm himself.  ~It's nothing!~ he thought desperately.  ~He's just having a bad day - that's all!  Everyone has bad days...~  Tears came to him, unbidden, and he lay still for a time, breathing heavily, face buried in the pillow.

After a long while there was a gentle tapping on his door.  Kit didn't turn.  "Come on downstairs, now.  I've got dinner waiting." George said gently.  There was silence for a moment.  "Come on down now, Kit."  

The cub sat up after a moment, staring at the doorway where the man had been standing.  He slowly trudged into the bathroom and splashed cold water on his face.  With a deep sigh, he walked downstairs and the two bears ate in strained silence.

When Kit awoke the next morning, Mary was back in the kitchen preparing breakfast, and George nowhere to be seen.  He stared at her back for a few moments, than nervously sat at the table.  "Good morning.  How do you feel?"

"I'm fine!" she said cheerfully.  She turned to hand him a plate of eggs and he was stunned to see a faint purple bruise on her cheek.

"Mary - what happened?" he gasped.

"What - this?" she chuckled with a wave of her hand.  "Clumsy me - I tripped and hit my cheek on the bedside table!  I'm always doing things like that."

"T-table?" Kit asked hesitatingly.  "Are you OK?"

"I'm fine." she smiled, patting his paw.  "Eat your breakfast now - you'll miss the bus if you aren't careful."

"But-"

"Eat!" she ordered.  He watched her busily moving about the kitchen for a few moments, hardly touching his food.  Finally, he heard the bus honking it's horn and dashed outside quickly, leaving the woman alone in the kitchen.

The next few days passed in relative normalcy around the house.  Kit thought he detected more awkward silences between the two adults, but both seemed to go out of their way to pamper him, especially George.  The incident of Monday began to seem more and more anomalous to the cub, and he was almost able to convince himself that it hadn't happened.

George hadn't arrived home by dinner time on Thursday, so Kit and Mary ate alone that night.  Afterwards they settled down on the couch in the living room listening to the radio, neither commenting on the big bear's absence.  Finally, the door creaked open at about eight o'clock, and Mary stared at it, a distinctly perturbed look on her face.  

George walked unsteadily into the living room, eyes unfocused.  "Well - ain't this a nice little scene!" he chuckled, tossing his hat on the floor.

"Where've you been?" Mary hissed.  "And what've you been doing?"

"None of your business." he slurred, falling into the easy chair.  "I work for a living, y'know, to put food on the table-"

"You could have called at least." she seethed.  Kit sat watching them, his discomfort increasing.

"Shut up!" George snarled.  "You don't own me!"

"What did you say?" 

"I said shut up!  I don't work all day to come home and be grilled by a stupid woman!"

"Don't talk to her like that!" Kit said quietly, staring at his feet.

George stared at him, mouth agape.  "_What_ did you say?"

Kit looked up defiantly.  "I said - don't talk to her that way!"

George laughed uproariously.  "Oh, you've get a helluva nerve, Boy!"

Mary squeezed Kit's paw tightly.  "All right, that's enough now.  Let's forget all this-"

"I thought I told you to shut up!" George snarled.

"Stop it!" Kit snapped.

"Oh, _that's_ it..." the big bear hissed, stumbling to his feet and taking a step towards the boy.  "That's it..."

"George - that's enough!" his wife hissed.

"Go upstairs, Mary!" he slurred quietly, pushing her towards the stairs.  "Go upstairs now!"

"No-"

"Go upstairs _now_!" he howled, lifting her and shoving her up the steps.  "I said _now_!"  Tentatively, the woman looked between the man and boy, and disappeared up the steps.

"Leave her alone!" Kit spat.  "Don't touch her!"

"You got a lot of nerve, ordering me around in my own house!"  The big bear stumbled over and grabbed the cub by the front of his sweater, lifting him to his feet.  Up close, Kit could smell his foul breath.

It was all clear in Kit's mind now, beyond doubt.  It all made sense, and he was blind with rage.  "You don't scare me!"

The big bear slapped the cub hard on the cheek, jerking his head violently to the side.  Kit collapsed back onto the couch.  "My own house!  I take a worthless scum like you in off the street, feed you, clothe you - and this is how you repay me?"  Kit glared at him, his cheek red and puffed out, refusing to answer.  "But then, what should I expect?  You're a criminal, a petty thief, a drug addict-"

Kit launched himself at the big bear, managing to land a few blows to the man's chest.  George reared back and slapped him savagely again, the force of the blow knocking the cub to the floor where he lay, stunned.

"Go on - get up!" the bear grinned savagely, pulling Kit to his feet.  "No wonder no one wanted you - you're a worthless little weed, aren't you?"  He punched the cub hard in the stomach, and Kit doubled over, panting for breath.  "Had enough?  Well?"

Kit could barely see through the tears of pain in his eyes, but he lashed out towards the big bear and managed to clip him a glancing blow on the chin, taking him by surprise.  Kit heard laughter and tried to straighten up, then felt a thunderous blow on his jaw and fell back, momentarily senseless.

Through his fog, he heard screaming.  He sat up and gagged, then spat blood out onto the floor.  He crawled to his hands and knees and opened his eyes.  The two adults were shouting at each other loudly and he saw Mary pushed to the floor.  With a burst of energy, he stumbled out the door and into the night, a searing pain in his jaw and a stabbing in his gut when he breathed.

The boy stumbled blindly ahead, his only coherent thought to get as far away from that house as he possibly could.  He had to stop every few moments and spit out the blood which pooled in his mouth, the results of the big bear's savage punch.  Finally, his legs would carry him no further, and he collapsed to the ground.  He buried his face in his hands and sobbed, even that involuntary act painful as the spasms that racked his face brought new jolts of pain to his cheek and jaw.

His tears ran dry, and he lay panting for several moments, vaguely aware of an occasional passing car or pedestrian but with no idea of where he was.  Finally he sat up, opened his eyes and looked around him.  He recognized the buildings on the western edge of downtown, and stumbled towards the city center.

He walked unsteadily until he reached 27th street, then turned left, heading towards the old pumping station.  He staggered up the steps and into the decrepit building.  He saw several forms in the dim light.  "Lisa?" he called out.

"Kit?" her voice returned.  "Whaddaya know - where you been?"

"Lisa." he panted.  "I've got three dollars...  two dollars and eighty-six cents.  Gimmee whatever I can get for that!  I need it now!"

"What's the matter with you?" she scowled, grabbing his arms in the darkness.  "What the-"

"Now!  Please!" he sobbed.  "Whatever I can get, I don't care!"  He thrust the money at her, and it fell to the floor.

"Take it easy!" she shouted.  She reached into her pocket, pulled out a pipe and filled it.  "Here, here, take this.  Don't worry about the two dollars-"

"Light!" he hissed urgently.  Shaking her head, she pulled out a match.  "Thanks." Kit breathed, and stumbled out into the night.

"Man, that kid is seriously messed up!" a voice chuckled in the dark.

Kit took a long draw on the pipe, coughing as the smoke filled his lungs.  He staggered down the street, finally collapsing in the doorway of a vacant store.  He pulled at the pipe again, savagely, and his pain slowly receded.  His breathing slowed, and he smiled at the sheer relief.  

The cub continued to puff at the pipe for several moments, reveling in the familiar lightness as it took hold of him.  He'd hurt tomorrow, but tomorrow didn't matter anymore.  The faces and events of the night blurred away, and his head lolled back as he fell into a dreamless sleep.

"And a dozen almond croissants." Rebecca smiled at the small woman behind the counter.  "That'll do it."

"Henry!  Twelve almond croissants!" the little rhino shouted.  "Sorry - my husband was supposed to have those ready when we opened..."

"Quite all right.  I don't mind waiting.  How's business?"

"Getting better, Miss Cunningham." the woman smiled.  "We're working awfully hard, and it's just the two of us."

"That must be hard...  Long hours, watching your expenses..."

"It hasn't been a piece of cake - pardon the pun!" the little rhinoceros laughed.  "There's plenty of bakeries in the world already.  But it's ours.  We work hard but it doesn't seem so bad.  We had nothing when we started."

"Almond croissants!" the woman's husband grinned, carrying a tray of steaming pastries to the counter.  "Can't get 'em any fresher than that, Miss Cunningham!  How's your little girl?"

"Fine, just fine!" Rebecca grinned back at the hippo, who towered over his wife by at least two feet.  "Thanks for asking."

Rebecca paid for the pastries and stepped out into the street.  She walked past a construction site - there was so much construction going on now, she could hardly keep up... Always building, that's what people were.  Always building something...

She sat on a park bench and started in on one of the croissants, still warm from the oven.  Winger City was a mass of swarming, industrious people, all seemingly in a hurry to get somewhere.  All with a purpose.

~I've been out of school for nine years.~ she thought to herself.  ~Nine years... and what have I built?  I could disappear tomorrow, and I wouldn't leave anything behind me.  Except Molly, of course.  I'm lucky - lucky to have a healthy daughter, healthy parents.  A home.  So why don't I feel lucky?  Stop being so selfish!  Your father is happy, you're providing for Molly...~

Thinking of Molly brought the bearess no joy.  ~Molly knows you're not happy.  So she's not happy.  What kind of example are you setting for her?~ she thought bitterly.  ~I can build something, I know it.  That's what I want - to build something.  Not to push figures around on a page, but to create.  To be a part of it, to work in the trenches.

I want it to be mine - I want to prove that I can do it...  Make something from nothing, without any help.  Do it on my own.  Maybe even help people, be a real leader.  A friend.  Why don't I have any friends?  Because no one wants to be around me, moping and depressed all the time...

It all sounds so easy.  But there's Molly.  She's got things pretty good.  Instead of complaining about what I've got and upsetting her, I should learn to accept it, so she can have all the things she wants and be happy.  All the things she deserves.  All the things I had.

I've got my whole life ahead, I'm young - I'll have my chance.  Dad can always find someone else to take over, when he's ready to let go.  _If_ he ever lets go.  In the meantime Molly has to come first, plain and simple.  Stop feeling sorry for yourself when there's people out there with real problems!  You've got your whole life ahead, plenty of time...~

A plane flew overheard, a cargo transport.  Rebecca watched it until it disappeared far out over the bay, bound for some far off port.  She blinked and was surprised to find she had tears in her eyes.  The bearess shook her head angrily and stood.  It was time to head for work, the office.  She set off at a slow walk.  There was no particular hurry - things would be running just fine without her.

Kit awoke to a dull sensation of pain all over his body.  He tried to lift his head and was rewarded with searing agony from his cheek, jaw and eyes.  His gut throbbed when he breathed.  The boy laid his head back on the hard pavement and groaned, shielding his eyes from the sun.

The events of the previous night came flooding back to the cub with cutting clarity.  He'd been taught another painful lesson.  He was sick of lessons.  He was sick of adults who pretended to care and he was sick of everything else.   With a growl of pain and frustration he forced himself to sit up.

Kit looked down at the wooden pipe next to him, scowling.  He picked it up and tossed it away in disgust.  The boy put a hand to his jaw, which was grossly swollen and tender to the touch.  At least two teeth were broken, and stabbed him with agony.  For all the pain, however, Kit was more exhausted than anything else.  He was a cub of tremendous fight, but it was used up.  He felt no more defiance inside him.

The boy stumbled to his feet and started down the sidewalk towards the river.  The drug-induced fog of the night before had left in it's wake a painful clarity.  Kit saw all of the paths laid out before him, and none of them were tolerable.  Everywhere he looked there was pain.  Everywhere there was betrayal.  Everywhere was loneliness.  Most of all, everywhere was struggle.  The boy had no more struggle left in him.  He'd given every ounce he had.

He walked out onto Hendrix bridge, idly taking note of the boat traffic passing below him.  The cement arched high over the river, a stream of cars and trucks noisily lumbering across it's surface.  A few of the motorists glanced curiously at the disheveled bearcub as he trudged over it's span.

Kit stopped at the very center of the bridge and peered over the side at the dark water far below him.  It looked cool and inviting, like a place where the boy could finally rest, finally release the pain and loneliness that dogged him and be free.  And in between, the air - the boy had always felt more at home in the air than on the ground.  Let the air carry him where he needed to go.  It was a good place - as good a place as there would ever be.

The boy took his red and blue baseball cap off and carefully set it on the guard rail.  He stood thoughtfully for a moment, then reached under his green sweater, almost too small for him now though he continued to wear it, and pulled out his airfoil.  He'd clung to it through all - jail cells, orphanages, juvenile detention.  Always the airfoil had left when he did, and returned to it's rightful place under his green sweater.  Kit hugged it to his chest briefly and gently set it down onto the guard rail next to the baseball cap.

The cub glanced down into the water again, taking comfort from it's cool visage.  He slipped one foot over the guard rail, wincing briefly at the lingering pain in his gut.  He slipped the other foot over the railing and leaned back against it, nothing between him and the water now except the breeze.  A car screeched to a stop out on the street, then two.  With a tensing of his arms, Kit pushed away from the rail and felt the wind whistling through his fur in a moment of pure exhilaration.

"No!  Kid! Noooo!"

"Fuzzy!  Wake up, man!  Fuzzy!"

"Kit!" Baloo screamed, as the crowd at Louie's turned their heads at the ruckus.  "Oh, Kit, No!"

"Wake _up_, Baloo!" Louie shouted, shaking the grey bear's shoulders roughly.  "Take it easy, Man!  Yer all wigged out!"

The pilot opened his eyes, which darted around him wildly for several seconds as he stumbled to his feet, sending his chair tumbling on it's side.  "Kit!  Aw God, Louie - the kid!  Where's the kid?"

"Shortstop?" Louie frowned.  "I'd guess he's in school, Fuzzy!  Ya sure didn't bring him in here with ya-"

"What?!?" Baloo gasped, finally realizing where he was.  "But Louie, he - I - I saw..."

"That musta been some dream, Cuz!  I didn't know even a lazy bear like you could fall asleep that fast!"

"Wait!  That guy - Peter!  Where is he?"

"What guy?  Peter?"

Baloo grabbed the ape roughly by the lapels.  "That guy!  He came over to my table - he was wearing a black jacket!  Big white feathery guy..."

"Watch the threads, Cuz!" Louie scowled, brushing the pilot's hands off of his collar.  "I didn't see no feathery guy in no black jacket.  I just took yer order, Man!"

"Dammit Louie, I _know_ he was here!" Baloo cried desperately, feeling his heart pounding in his chest.  "He sat right down and talked to me...  Wait a minute - ya just took my order?"

"Yeah, Fuzzy - not two minutes ago!"

"But that's _impossible_!  He was here!  We talked fer longer than that!  An' then - Aw God, Louie - Kit!  He was - he..." the big bear sobbed.

"Take it easy, Man!" the orangutan soothed.  "Kit's fine!  I ain't never seen ya-  Where the heck ya goin'?!?"

"Gotta get back ta town!" the pilot shouted, dashing for the doors.

"But Fuzzy - what about yer burgers?  Baloo!"

"Fergit 'em!" the pilot shouted over his shoulder as he stormed out the bamboo doors.  Louie's attendants were busily filling the tank and cleaning the windows when the pilot reached the plane.  "Gotta leave now!  Get that hose outta there!" he snapped.  Puzzlement etched on their simian faces, the monkeys complied, and the Sea Duck was airborne in a spray of propwash.

Baloo's hands were shaking as he set a course for Cape Suzette, and he had difficulty seeing through the tears that had appeared in his eyes.  "Can't be real!  Can't be real!" he hissed to himself.  "They're fine, the kid's fine!  Just a dream, just a dream, that's all!"  A sob escaped him quickly as his words summoned back the terrible images he'd seen.  "Can't be, can't be real.  It's my fault, my damn fault..."

The halls were empty as Kit headed unsteadily towards the gymnasium.  The boy was hard-headed and cynical about most things, having seen what he'd already seen in his young life.  And he knew the difference between real life and dreams.  "Dammit!  That was no dream!" he hissed, pounding on a locker in frustration.

The cub stood breathing heavily for a moment.  His nerves would not settle, no matter how he tried to clear his head.  He couldn't face another hour of uncertainty, of loneliness.  They could give him detention, they could suspend him, even expel him.  At that moment, he didn't care.  He'd only ever known one home in his life, one family - and that was all that mattered.  The boy pushed away from the locker and took off at a jog towards the main doors of the school.

~Wish I'd rode my bike today!~ the cub cursed himself, slipping out into the cool afternoon, not caring if anyone saw him leaving.  All that mattered was getting home as quickly as he possibly could.  He knew he might find Rebecca consumed by other matters, too busy to take much notice of him.  Who knew what Baloo would be like - what cold stares and angry words might await the boy.  But he could face that.  He could face anything, as long as he saw them with his own eyes, knew in his heart they were there.  Panting, the boy sprinted off the school grounds and towards the harbor.

"Get a grip!" Rebecca whispered, pounding a shaking hand on the desk.  "You're a grown woman, not some babbling infant!  You've had bad dreams before - so get a hold of yourself!"  She wiped tears from her eyes and pulled out a stack of contracts, then swept them to the floor in frustration.

~Ten after two.  How can it only be ten after two?  How is it possible?~ she thought desperately.  Kit would still be at school until almost three, and who knew about Baloo?  More than anything she wanted them here, together.  She didn't want to be alone.  The bearess was trembling and sweating, and she felt weak, drained.

She turned quickly and reached for the radio, then stopped.  ~What in the world would I tell him?  Just calling to say 'Hello'?  They'll lock me away at this rate...~  "Please, get home soon!" she whispered.  The images wouldn't leave her mind, wouldn't fade into the background agreeably as dreams usually did.

~Why did you hang up on him?  Why did you push him away?  Stupid!  Couldn't you see-~  Rebecca's thoughts were interrupted by the sounds of the door handle turning, across the room.  Incredibly, the door stuck for a moment, as the person on the other side frantically pushed on it.  Finally, it gave way and Kit fell through, panting.

Rebecca exhaled deeply, only then realizing she'd been holding her breath.  ~Thank God!~  "Kit - what's the matter, Sweetie?  Why are you home so early?  Why are you out of breath?"

Kit sucked oxygen into his lungs, taking a few steps over to the desk.  He fought down an overwhelming urge to leap into Rebecca's arms and bury his face in her shoulder.  ~She'll think you're nuts!  Don't be an idiot!~  The cub realized as he approached that Rebecca's cheeks were wet with tears.  "Miz Cunningham!  Are you crying?"

"I'm just fine!" the bearess smiled, coming out from behind the desk, the tears flowing freely now.  "Kit - I'm sorry I was so short with you last night, you needed me and I-"

"Oh Becky!" the cub whispered, grabbing her paws.  "Is that why you're crying?  It's OK, I understand!  I know how hard it is, how much this place means to you-"

"Places don't matter.  People matter!" she interrupted.  She threw her arms around the boy and squeezed him tightly.  "I'm just glad you're all right, that's all!  I'm just glad you're all right..."

"I'm fine!" he sighed, feeling some of the burden he'd carried all the way home lifting from his shoulders.  His legs felt weak under him, and he allowed the bearess to support his weight as she leaned back on the desk.  They embraced for several moments, neither feeling the need for words, soft sobs escaping Rebecca's chest sporadically.

"You'd never leave, would you?" Kit whispered, breaking the spell.  "No matter how tough it gets you'll stick it out right?  'Cause I know I'm a pain sometimes, an' Baloo screws up, but I don't think I can make it if you go-"

"Kit.  Kit." the bearess whispered, gently rocking him in her arms.  "You're not a bother, you'll never be anything but a complete joy to me!  Just because I can be a short-sighted fool sometimes that doesn't mean I don't care.  Never think that."

Kit smiled up at her.  "I never did!"  The boy laid his head back on her shoulder and closed his eyes.  "I wish Papa Bear were here..."

"Dammit!  Go faster, ya bucket o' bolts!" Baloo cursed, wishing for the hundredth time that he still had his overdrive motors.  Each minute of the flight home felt like a week, and by the time the cliffs finally came into view his hands were white from the vise-like death grip they'd held on the wheel.

The pilot was angry, though at precisely what or whom he wasn't sure.  Certainly at himself.  He was shaken by the things he'd seen - although he felt more like he'd lived them than seen them.  Most of all, he was scared.  Baloo could see Higher for Higher now, a faint speck below him as he circled in for a landing.  He might find a very angry, very hurt boy there waiting for him, but that wasn't what frightened him.

The plane slapped the water loudly as Baloo touched it down roughly with none of the grey bear's usual dextrous touch.  He bought it to a stop, banging into the wooden pilings of the dock as he did, and killed the engines.

Baloo sat in silence for a moment, listening to the sounds of his own deep, ragged breaths.  A boy, a bridge, cold, dark water.  The images wouldn't release him.  "Cool it!" he hissed angrily.  "Everythin's gonna be fine, they won't even know what's got into yer head.  Just be cool!"

The pilot's strong legs wobbled under him as he unsteadily walked to the door, heart racing.  "Everythin's fine, just fine!" he whispered, grabbing the handle in a shaking paw.  With a creak, the door opened and he stepped inside.  Rebecca sat in the easy chair, looking weary.  "Becky!  Aw Becky, yer here, thank God yer here..."

"Baloo!" the bearess said, surprised.  "You look like you've seen a ghost!"

"You don't look so hot yerself, Boss Lady!  But ya never looked better ta me!" he rasped hoarsely, pulling the surprised woman to her feet and embracing her desperately.  "Aw Becky, yer here!"

"Where else would I be?" Rebecca smiled.  "Are you all right?"

"Fine, just fine.  Becky!  You been cryin'!"

"It's nothing." she whispered, wrapping her arms around the big bear as best she could.  "Everything's just fine, Baloo.  I'm just happy you're here, that's all.  I was worried about you..."

"Me too." he sighed.  "Aw Becky - I been such a jerk, an' all you was tryin' ta do is help me-"

"It's all right, Baloo!  I understand.  I only wish I'd helped you more..."

"You done everythin' fer me, Beckers." Baloo whispered.  "If it weren't fer you, me an' Kit - Kit!  He's still in school - of course!  Damn..."

"No Baloo!  He's here, he's upstairs!" she smiled.  "Go up there, talk to him!"

Kit sat cross-legged on his bed, absently twisting his cap in his hands.  He'd heard the Sea Duck land, of course.  It'd been tough not to go down there and jump into Baloo's arms immediately, but he knew how the grey bear would react.  He knew how Baloo was feeling, and why he was feeling it.  The last thing the cub wanted to do was scare him off right now.  He was here and that would have to be enough for the moment.

To the boy's surprise, he heard heavy footsteps pounding up the stairs hurriedly.  He swung his legs off the bed and stood just as the door swung open and Baloo stood there, staring down at him with a strange expression on his face.  "Papa Bear!  What's-"

"Kit!" the pilot breathed, sweeping the boy into his arms and swinging him around before falling to the bed.  "Oh, Kit!"

Sweet relief flooded over the cub as he wrapped his arms around the pilot's neck.  "Papa Bear!  What's going on?"

Baloo squeezed Kit's small form in his arms, scarcely believing that the boy was real.  All he wanted to do was hold him, feel his weight, see his face.  Know that he was really there.  The big bear felt as though he was reborn, and all of his pent-up emotion flooded out of him.  "Kid!  Aw, Kid, I'm so sorry, I'm so damn sorry!" he sobbed, kissing the cub on the forehead.

"Papa Bear, you're crying!" Kit hissed.  The cub had seen a stray tear escape the pilot's eye on occasion, but never anything like this.  "What's wrong?  Baloo?"

The grey bear cupped Kit's face in his palms and held it close to his own.  "I'm a blasted fool, L'il Britches!  Kid, don't ever let me hurt ya that way again!  Don't let me hurt ya, ya don't deserve ta be hurt any more..."

"It's OK!" Kit grinned tearfully.  "It's OK, I don't care about that, I'm fine!  It's OK Baloo, stop cryin'!"

"I didn't know, L'il Britches!  I'm a stupid ol' bear, I wasn't thinkin'...  I'm sorry!"

"Don't be!" Kit whispered hoarsely, nuzzling the big bear's cheek.  "You're the best, Papa Bear.  How could I ever be mad at you, you're my best friend!  I'm nothin' without you, I'm sorry I asked so much..."

Baloo wiped his eyes and forced a smile.  "I'd give ya everything I ever had and go back fer more, Kit!  Ya didn't never ask me fer nothin' I wasn't happy ta give.  We got our whole lives, that's all that matters now.  That's all that matters."

"I know!" Kit whispered, wrapping his arms tightly around Baloo's neck again and grinning at Rebecca, who had been standing in the doorway watching them with a thoughtful smile on her face.  "Don't worry - they'll never split us up, Papa Bear.  Never."

"Never." Baloo echoed, relishing the boy's presence.  The phantoms of his mind retreated to the shadows.  Rebecca watched silently and smiled back at Kit.  They were the joy in her life, the spark - and she knew it.  Something had happened - maybe they'd all wised up, maybe that's all it was, but her mind still nagged her to analyze it.  She resisted - it had been a strange day, but somehow they were all together and that was enough for now.

Baloo scratched Kit's ears gently as the boy nestled his head against the big bear's shoulder, knowing that the cub loved it.  Kit giggled softly and burrowed his head farther down as the pilot wrapped his arm around him.

Kit's overwhelming relief and joy at seeing Baloo at all had only been exceeded by his relief at knowing that the coldness between them was gone.  Baloo was his Papa Bear again, unabashedly.  As the flush of bliss had finally ebbed, slowly, the cub had begun to wonder just why the grey bear's demeanor had transformed so suddenly and dramatically.  He'd never seen Baloo cry like that before.  The bear had actually sought comfort from him, and Kit found himself loving that with all of his heart.  Baloo had needed him, and he'd been strong.

As the two of them passed the evening snug in the easy chair the questions vanished.  What did it matter, as long as they were together?  The boy knew exactly what was going to happen - they'd snuggle together until both of them drifted off to sleep.  Baloo would wake in the night and carry him upstairs in his arms.  Kit would wake too, of course, but he'd pretend to be asleep as the bear tucked him into bed.

Tomorrow was Saturday, and they'd rise late and lazily wander downstairs.  Baloo would put on a record and they'd putter around the house for a while, until they'd mutually decide to go out to breakfast.  They'd walk down to Levinson's Diner, Baloo grabbing his hand and holding it as they walked.  They'd sit down and order pancakes and fried potatoes and coffee, and Kit would ask the waitress to leave the pot.  When they were done eating they'd slowly walk back along the harbor, joking and laughing, and when they got home Becky would be there, and Molly with her.  He'd play with Molly for a while, then he and Baloo would fly off on a delivery together.

Kit smiled to think of it as he listened to Baloo's slow, easy breathing under him.  It was predicable, and such a far cry from the adventures he'd dreamed of since he was old enough to walk.  Kit didn't care - adventures meant nothing to him anymore.  One Saturday like that was more fun than any adventure, and worth more than all the treasures of his boyhood fantasies.  He slowly, reluctantly allowed sleep to overcome him, knowing that his waking life was better than any of his dreams.  Tomorrow was going to be a great day.

Kit was vaguely aware of a sense of movement, and drifted awake as he felt Baloo lift him from the easy chair.  He laid his head on the grey bear's shoulder, eyes closed.  The cub heard the pilot switch off the lamp, and then heard slow, heavy footfalls as he was carried up the stairs.

The cub was in a fuzzy world of half-sleep when Baloo gently lowered him to his bed and pulled the covers up to his chin.  He could almost have convinced himself that he was dreaming, had he not experienced these same small events so many times.  He could sense Baloo standing over him silently for a moment, then a hand gently brushed the fur from his eyes.  "Ya ain't foolin' me, y'know!" the pilot said softly.

The cub winked one eye and opened his mouth a little in surprise.  Baloo stared down at him, a small grin on his face.  "How - how did you know?"

"I always know, L'il Britches." Baloo chuckled.  "I just figgered ya liked me tuckin' ya in or ya woulda said somethin', and if I didn't like it I wouldn't do it!  Besides..." the grey bear reached under Kit's chin and tickled him gently.  "I know ya just don't wanna walk upstairs yerself, ya lazy cub!"

The boy giggled for a moment, then grabbed Baloo's large paw in his two small ones.  He looked up at the big bear and smiled.  "I'll keep pretendin' if you will, Papa Bear."

"Deal."  The big bear stared down at the cub silently, eyes shining, then kissed him gently on the forehead.  "G'night L'il Britches.  Sleep tight."

"Night." Kit said softly.  He held onto Baloo's paw for a few moments, not wanting to let the grey bear walk away just yet, then released him.  Baloo stretched mightily and crawled into his own bed.  Kit rolled over and stared at him with slitted eyes.  Baloo grinned back at him and that was the image the cub took with him as sleep slowly reclaimed him.

Levinson's was packed as it always was on a Saturday morning, but Baloo and Kit had managed to secure a booth in a corner by the window.  "Why d'you look at the menu, Papa Bear?" Kit asked mischievously.  "You always order the same thing!"

"Ya sayin' I'm in a rut, Kiddo?" Baloo scowled comically.  He set down the menu and tugged Kit's cap down over his eyes.  "So - ya still think ya wanna play football, L'il Britches?"

"Naw." Kit smiled, straightening his cap.  "It ain't important, Papa Bear.  Maybe later, we'll see."

The waitress, a giraffe with glasses and a pink apron, wandered over.  "Mornin' boys.  Coffee?"

"You bet!" Baloo nodded.

"Leave the pot please, Hazel?" Kit grinned.

"Sure thing, Sweetie.  You boys ready to order?"

"Kid?"

"Sure - I'll have a tall stack of buckwheat pancakes, and the home fries with onions and peppers please.  And orange juice." Kit replied.

"Gotcha.  Baloo?"

Baloo scratched his chin thoughtfully, then winked at Kit.  "Lemme have a bowl of oatmeal... cinnamon oatmeal.  And a half grapefruit."

"Did I hear ya right?" Hazel asked, peering down at him over her glasses.

"Yeah." Baloo grinned.  "Seems ta me somebody once said 'Life ain't worth livin' if ya don't do the stuff ya like.'  And I guess I just wanna keep doin' the stuff I like fer a little longer, that's all."

"Gotcha.  Oatmeal and grapefruit." the waitress nodded, shaking her head as she retreated to the kitchen.  

"Papa Bear!" Kit whispered.

The pilot reached across the table and cuffed his neck gently.  "Yer never too old ta wise up, Kid.  Even a dumb, pig-headed bear like me!  Now drink up, yer coffee's gettin' cold..."

"We're pretty lucky, aren't we Baloo?" Rebecca grinned, watching Molly chasing Kit furiously around the office.  "When you stop and think about it, really think about it..."

"You bet, Beckers." Baloo nodded.  "Kit n' I are both lucky.  Fer a lot o' reasons.  'Cause yer around..."

"Maybe." the bearess sighed.  "It's so easy to be blind, isn't it?  To not appreciate what you have."

The grey bear frowned at her.  "Yeah... I was just thinkin' that.  Like me - sometimes I fergit that Kit's the greatest kid in the world, Becky.  How stupid is that?"

"We all do that, Baloo.  It's just human nature, I suppose.  The hardest thing to do is to sit back and be happy for the way things are, not worry about what they could be."  A shadow passed over the big grey bear's face.  "What is it, Baloo?  Penny for your thoughts!"

The pilot chuckled.  "Overpriced, maybe...  Y'know what I was thinkin', Beckers?  I was thinkin' that Kit's a great kid.  He's smart, he's got guts, he's as good-hearted as they come, y'know?"

"Sure."

"But y'know what?  It wouldn't take much bein' different, an' nobody'd know it.  The kid's never had a real break in his life until we showed up...  An' if we hadn't, he'd still be that same sweet, beautiful kid - only nobody'd know it.  He might just disappear, and nobody'd care he was gone.  They'd be glad not ta be bothered."

"Oh Baloo!  I hope that's not true..." Rebecca sighed.

"It's all in the breaks, Becky.  Don't every kid deserve a break - don't they all deserve a shot at a real life?  I think all kids are good kids, if they get a few breaks.  It was almost too late fer L'il Britches, but he got lucky.  We both did.  But they don't all get lucky..."

Kit jogged over and grabbed Baloo's arm.  "Papa Bear - I'm gonna start the pre-flights on the Duck, OK?" the cub smiled, breathing heavily from his romp with Molly.

"Sure Kid - I'll be right out." Baloo grinned.

"Can I fly the take-off today?  The weather looks good, an' I can always use the practice-"

"You got it, L'il Britches!  Knock yerself out!" Baloo winked.  The boy disappeared outside.  "I'll see ya later, Becky." Baloo sighed, kissing the surprised bearess on the cheek.  "My boy an' I got some flyin' ta do."

Molly was curled up asleep in the easy chair when Rebecca heard the truck pull up outside Higher for Hire.  "Must be the oil delivery." she sighed wearily.  She patted the yellow cub's head softly and wandered outside, carrying a cup of coffee.  

A black uniformed figure hopped down from the truck and began filling the little building's heating oil tank.  The man turned to her, revealing himself as a tall white hawk.  "Good afternoon!" the hawk smiled at Rebecca, who dropped her mug to the ground with a smash.

"You!" she gasped.  "You!  You..."

"You in charge?" he smiled, walking over to the bearess.

"Charge... Yes, in charge.  You?"

"Nice place you have here!" the hawk said casually.  "Bet it's pretty hard, being the boss all the time.  You wanna sign here for me?"

"S-sign.  For what?" the bearess hissed.

"Why - heating oil, of course!" the hawk grinned as she numbly signed his clipboard.  "Get's brisk here at night, this time of year.  You wouldn't want your flight crew to get chilly, would you?"

"Who - who are you?"

"I'm just delivering the heating oil, Ma'am.  But I won't be back, this place isn't on my route after today."

The bearess shook her head in irritation.  "Look - I don't know - I mean..."

"Thanks Ma'am.  Pretty tough being the boss, I bet.  But you seem to be darn good at it."

"But-"

"Yessir, everybody always counting on you, looking to you for help.  Still, I've found some folks are pretty good at that.  Take the heating oil, for example.  You make sure the deliveries come in, make sure your staff are nice and warm all winter."

"Why are you here?" Rebecca hissed urgently.

"Like I said Miss Cunningham - I'm just delivering, that's all.  The rest of it, I leave up to you.  Seems like you can handle it OK.  I'll leave things in your hands!"  The white hawk tipped his cap and smiled, then turned and detached the pump form the oil tank.  He was gone before Rebecca could get another word out.

She watched the truck disappear from view, hands on hips.  With a wry smile, she turned and walked back into the little building, shaking her head.

"Take her twelve degrees port, Kiddo, and bring us up ta 4500 feet."

"Roger Skipper!" the cub replied, confidently banking the big seaplane to the left and pulling back on the stick.

"Darn smooth, Britches!" Baloo smiled.  "Yer makin' me real proud!"

"Thanks!" Kit grinned, a blush forming on his cheeks.  Baloo turned to stare out the window, deep in thought, while the boy concentrated on the controls in front of him.  Finally, Kit turned to the grey bear, a plaintive look on his face.  "Baloo?"

"Yeah, Kid?"

"Why do you think stuff happens?" the boy asked softly.

The pilot adjusted his cap and smiled at him.  "What kinda stuff, Kiddo?"

"I dunno...  How you an' me, an Becky...  How we ended up together.  Why - why'd you decide you wanted to... take care of me?  How'd you know it was what you wanted to do?"

"Does it matter, Kit?" the pilot sighed.  "What brought all this on, anyways?"

"I dunno... Just been thinkin' about it, I guess." the boy replied softly, eyes downcast.

Baloo folded his arms and leaned back in his chair, eyes closed.  "Maybe ever'body - maybe we all get one shot, y'know?  One chance ta really hit a home run."

"Whaddaya mean?" the cub frowned.

"Well - what I'm sayin' is, maybe every person - even a fat stupid ol' bear like me - gets one chance to make their life special.  Once chance to do somethin' really great.  Only it's up ta them whether they take it or not.  An' you were my chance, L'il Britches."

"Papa Bear-"

"Y'know Kid - the only thing that makes me any better than a down an' out cargo jockey is you. No matter what else I do, no matter how many mistakes I make and screw-ups and all the rest - as long as I got you, my life is always gonna be special.  It coulda been anybody, L'il Britches - didn't have ta be me.  Anybody who had you around was gonna have a one in a million life.  I just got lucky - and fer one time in my life I didn't screw it up.  You were the best break anybody ever got, L'il Britches - I just hadda not blow it."

"D'you really mean that?" Kit whispered.

"I sure do, Kid."

"Thanks!" Kit grinned, wiping a tear from his eye.  "I used to think flyin' was the best thing in the world, y'know?  I used to think that's all I needed to be happy.  But it's not even really important, is it?"

"How so, L'il Britches?"

The cub shook his head sheepishly.  "I used to dream about flyin', airplanes.  Every time I went to sleep all I'd have in my head were adventures, y'know?   I thought my life was dull, that's why I wasn't - why I was so..."  The boy took a deep breath and looked over at Baloo with an embarrassed smile.  "All I ever really wanted was for somebody to take care of me, Papa Bear.  Pretty silly, huh?"

"Don't sound silly at all ta me." the pilot whispered.  Kit stared straight ahead, small hands gripping the wheel tightly.  He silently cursed the tears he felt at the corners of his eyes.  "Whassa matter, L'il Britches?" Baloo asked gently.

"I'm scared." the cub said hoarsely.

"Scared o' what, Kid?"

Kit squeezed his eyes tightly.  "What if somethin' happens, Baloo?  You an' Becky - I... I don't think I could take it if anything...  It could happen so easy, Papa Bear - where would we be, if somethin' happened to one of us?  It scares me."

"I know..." Baloo sighed, unbuckling from his chair and kneeling next to Kit, hand on the cub's shoulder.  "Kit - It's OK ta be scared.  I get scared too.  Believe me, I know what scared really is." The grey bear covered his eyes for a moment, giving Kit's shoulder a gentle squeeze.  "Anyone who tells ya they never get scared is full o' guava."

"Really?" the boy mouthed, almost silently.

"I think it's what we do when we _get_ scared that matters, L'il Britches.  That's what matters.  We can't never tell what's gonna happen, an' that's scary.  'Specially if we put our future in somebody else's hands - that's even scarier.  Ya just gotta be scared, an' face it down.  Fear ain't so bad - it can't hurt ya.  It's what fear makes ya do that hurts - hurts ya deep inside.

Funny thing is, Kiddo - when ya put yer future in somebody else's hands, ya don't hafta be scared by yerself.  And once ya figger that out - things don't scare ya so much anymore.  That's when you kin just do what yer gut tells ya is right, and I figger that's when things work out pretty good.  Things worked out pretty good fer us, dontcha think?'

"Great!" Kit smiled weakly.

"Well, I trusted my gut when I hooked up with you, Kid.  My head was tellin' me ta run, but my gut was tellin' me I was meant ta take care o' you.  I think that decision worked out okay.  And as long as yer around ta take care o' me too, I kin handle anything as comes my way."

Kit released the wheel at last, causing the plane to lurch slightly to Port.  He wrapped his arms around Baloo's neck, and nuzzled his cheek.  "I'll always take care o' you, Papa Bear.  I promise."

"Then I guess I'm gonna be just fine, L'il Britches!" Baloo chuckled, enfolding the cub in his arms.  His heart ached for Rebecca to be there too, but she'd be waiting when they got home.  Part of her was in every embrace he shared with Kit.  

All of his doubts melted away as they always did when he held Kit, the sense of rightness overpowering.  This was where he was supposed to be, and the world outside their arms be damned.  They were one life, fragile and delicate sometimes, but in their embrace they were stronger than any obstacle in their path.  Stronger even then fear.  Baloo felt the boy gently rest his head on his shoulder and cradled it there, watching the sky in front of them.  There were dark clouds ahead, but the big bear knew there would be blue skies beyond them, and he wasn't afraid.


End file.
